Cane O'Xxxxx Xxxxxx, 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*** Xxxxxxxxx Xxxxxx
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 9, 2003
Custom Branded Networks, Inc.
000 X. 00xx
Xxxxx Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Attention: Xxxx X. Xxxxxx, President
Re: Custom Branded Networks, Inc.'s Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Custom Branded Networks, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the registration
statement on Form S-8 (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 offering of certain shares of the
Company's common stock issued through its Consulting Agreements (the
"Agreements"). This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement 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.
Members of our firm are admitted to the practice of law in the State of Nevada
and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that under Nevada
law, when (i) the Registration Statement becomes effective, (ii) the Shares are
issued pursuant to the terms of the consulting agreements, and (iii)
certificates representing the Shares are duly executed, countersigned,
registered and delivered, the Shares will be duly authorized, validly issued,
fully paid and non-assessable.
Very truly yours,
CANE O'XXXXX XXXXXX, LLC
/s/ Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxxx
*Licensed Nevada, California, Washington and Hawaii State Bars; **British
Columbia Bar only;
***Nevada and British Columbia Bars; +Nevada and Utah Bars; ++California Bar
only
Custom Branded Network, Inc.
January 9, 2003
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 O'XXXXX XXXXXX, LLC
/s/ Xxxx X. Xxxxxx
_____________________________
Xxxx X. Xxxxxx
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