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, Xxxxxx 00000
August 30, 2001
Green Fusion Corporation
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx, President
Re: Green Fusion Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Green Fusion Corporation, 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 Consultant 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 consultants have performed the consideration as
required by the consulting agreement, (iii) the Shares are issued
pursuant to the terms of the Plan, and (iv) 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 AND COMPANY, LLC
/S/ Xxxxxxx X. Cane
_____________________________
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
Green Fusion Corporation
August 30, 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. Cane
_____________________________
Xxxxxxx X. Xxxx, attorney and
Managing Member
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