Cane & Company, LLC
Affiliated with X'Xxxxx Xxxxxxx Xxxxxx Law Corporation
of Vancouver, British Columbia, Canada
____________________
Xxxxxxx X. Xxxx* Xxxxxxx X.X. X'Xxxxx** Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxxxxx** Xxxxxxx X. Xxxxxx*** Xxxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxx.xxx
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000, Xxx 00
Xxx Xxxxx, XX 00000
January 12, 2001
XxxXxx.xxx, Inc., a Nevada corporation
Attention: Xxxxxx Xxxxxxx, President
0000 Xxxxxxxx Xxxx.
Tujunga, California 91042
Re: XxxXxx.xxx, Inc.'s Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for XxxXxx.xxx, Inc. a Nevada
corporation (the "Company"), in connection with the preparation
of the registration statement on Form SB-2 (the "Registration
Statement") filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as
amended (the "Act"), relating to the registration of certain
shares
of the Company's common stock. This opinion is being furnished
pursuant to Section 228.601 (Item 601) of Regulation S-B under
the Act.
In rendering the opinion set forth below, we have reviewed (a)
the Registration Statement dated January 12, 2001 and the
exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws;
(d) certain records of the Company's corporate proceedings as
reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant. In our examination,
we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as
copies thereof. In addition, we have made such other examinations
of law and fact as we have deemed relevant in order to form a
basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that upon the
tender of the subscription agreement together with collected
funds in the amount subscribed, and upon the delivery of a
certificate evidencing the applicable purchased shares, the
common stock to be registered is validly issued, fully paid and
nonassessable.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxxxxx X. Xxxx
_____________________________
Xxxxxxx X. Xxxx, attorney and
Managing Member
*Licensed Nevada, California, Washington and Hawaii State Bars;
** British Columbia Bar only; ***Nevada and British Columbia Bars;
+Utah Bar only; ++California Bar only
XxxXxx.Xxx, Inc.
January 12, 2001
Page 2
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to all references to this Firm under
the caption "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
CANE AND COMPANY, LLC
/s/ Xxxxxxx X. Xxxx
_____________________________
Xxxxxxx X. Xxxx, attorney and
Managing Member
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