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
Xxx Xxxxxx Xxxxxxxxx X. 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
March 11, 2002
Delbrook Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, XX 00000
Re: Delbrook Corporation, Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Delbrook Corporation, a Nevada corporation (the
"Company"), in connection with the preparation of the registration statement on
Form SB-2 (the "Registration Statement") to be 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 4,620,000 shares of the
Company's common stock.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement and the exhibits attached thereto dated March 8, 2002; (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 the common stock to be sold
by the selling shareholders is validly issued, fully paid and non-assessable.
This opinion is based on Nevada general corporate law.
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
Delbrook Corporation
March 11, 2002
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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