Gentlemen:
We
are
rendering this opinion in connection with the Registration Statement on
Form
SB-2, originally filed by Ecoland International, Inc. (the “Company”) on
February 1, 2007 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (such Registration Statement as amended
from
time to time is referred to herein as the “Registration Statement”). The
Registration Statement relates to the registration of an aggregate of 4,650,000
shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”),
which may be offered for resale by the selling shareholder listed therein.
We
understand that the Shares are to be offered and sold in the manner described
in
the Registration Statement.
We
have
acted as your counsel in connection with the preparation of the Registration
Statement and are familiar with the proceedings taken by the Company in
connection with the authorization and preparation for issuance of the Shares.
We
have examined all such documents as we consider necessary to enable us
to render
this Opinion.
In
making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and
the
conformity to original documents of all documents submitted to us as certified
or photocopies. As to various questions of fact material to this Opinion,
we
have relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company
and
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.
Based
upon the foregoing, we are of the opinion that the Shares have been duly
authorized, and when issued and delivered by the Company as described in
the
Registration Statement will be legally issued, fully paid and
non-assessable.
The
opinions set forth herein are limited to the laws of the State of Nevada
and
applicable federal laws.
We
hereby
consent to the filing of this Opinion as an exhibit to the Registration
Statement and to the reference to our firm under “Legal Matters” in the
Registration Statement.
