Cane & Company, LLC
Affiliated with ▇'▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Law Corporation
of Vancouver, British Columbia, Canada
_____________________________
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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March 15, 2002
Carleton Ventures Corp.
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Re: Carleton Ventures Corp., Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Carlton Ventures Corp, 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
2,590,500 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/ ▇▇▇▇▇▇▇ ▇. Cane
_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, attorney and
Managing Member
Carleton Ventures Corp.
March 15, 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/ ▇▇▇▇▇▇▇ ▇. Cane
_____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, attorney and
Managing Member
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