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
November 27, 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. 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
Green Fusion Corporation
November 27, 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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