EXHIBIT 5.1
[Letterhead of Xxxxxxxxx Xxxxxx, Esq.]
April 23, 2003
AuGRID Corporation
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Re: Form S-8 Registration Statement
Consulting Agreement dated February 6, 2003 as amended
Ladies and Gentlemen:
I have acted as counsel for AuGRID Corporation, a Nevada
corporation, formerly known as AuGRID of Nevada, Inc. (the "Corporation"), in
connection with the referenced Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Corporation with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and covering 10,000,000 shares of the Corporation's Common Stock,
$0.001 par value ("Common Stock"), that may be issued pursuant to the
Consulting Agreement dated February 6, 2003, as amended April 23, 2003, and
entered into by and between the Corporation and Xxxxx Xxxxxxx (the
"Agreement"). This Opinion Letter is rendered pursuant to Item 8 of Form S-8
and Item 601(b)(5) of Regulation S-K.
I have examined the Articles of Incorporation of the Corporation,
as amended, the Bylaws of the Corporation, as amended, records of proceedings
of the Board of Directors of the Corporation deemed by me to be relevant to
this opinion letter and which were furnished by the Corporation, the
Registration Statement and other documents and agreements I deemed necessary
for purposes of expressing the opinion set forth herein. I also have made such
further legal and factual examinations and investigations as I deemed necessary
for purposes of expressing the opinion set forth herein.
As to certain factual matters relevant to this opinion letter, I
have relied upon certificates and statements of officers of the Corporation and
certificates of public officials. I have made no independent investigation with
regard thereto, and, accordingly, I do not express any opinion as to matters
that might have been disclosed by independent verification.
This opinion letter is provided to the Corporation and the
Commission for their use solely in connection with the transactions
contemplated by the Registration Statement and may not be used, circulated,
quoted or otherwise relied upon by any other person or for any other purpose
without my express written consent. The only opinion rendered by me consists of
those matters set forth in the sixth paragraph hereof, and no opinion may be
implied or inferred beyond those expressly stated.
I am admitted to practice law in the State of Texas, and render
this opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of Texas and, with respect
to the validity of corporate action and the requirements for the issuance of
the Common Stock, of the General Corporation Law of the State of Nevada, Nevada
Revised Statutes, Chapter 78.
Based on the foregoing, it is my opinion that the 10,000,000 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the Agreement, when issued in accordance with the terms and conditions of
the Agreement, will be legally issued, fully paid and non-assessable.
I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement. In giving such consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Xxxxxxxxx Xxxxxx, Esq.
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Xxxxxxxxx Xxxxxx, Esq.
