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Hemis Corp – ‘SB-2’ on 4/18/07 – EX-5.1

On:  Wednesday, 4/18/07, at 5:15pm ET   ·   Accession #:  1062993-7-1414   ·   File #:  333-142205

Previous ‘SB-2’:  ‘SB-2/A’ on 12/13/06   ·   Latest ‘SB-2’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/07  Hemis Corp                        SB-2                  12:7.6M                                   Newsfile Corp/FA

Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business      HTML    703K 
                          Issuer                                                 
 2: EX-5.1      Legal Opinion                                       HTML     12K 
 4: EX-10.13    Management Agreement                                HTML     25K 
 5: EX-10.14    Agreement With Aspen Exploration Corporation        HTML     15K 
 6: EX-10.15    Properties Option Agreement Dated March 13, 2007    HTML      9K 
 7: EX-10.16    Consulting Agreement                                HTML     24K 
 8: EX-10.17    Consulting Agreement                                HTML     24K 
 9: EX-10.18    Consulting Agreement                                HTML     46K 
10: EX-10.19    Consulting Agreement                                HTML     37K 
 3: EX-10.2     Letter Agreement                                    HTML      6K 
11: EX-23.1     Consent of Russell Bedford Stefanou Mirchandani     HTML      6K 
                          LLP                                                    
12: EX-23.2     Consent of Geologist                                HTML      8K 


EX-5.1   —   Legal Opinion


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporation - Exhibit 5.1  


BACCHUS LAW GROUP 
                                                       Corporate & Securities Law
1511 West 40th Avenue
Vancouver, BC V6M 1V7
Tel 604.732.4804
Fax 604.408.5177

April 18, 2007

Securities and Exchange Commission
100 F Street, North East
Washington, D.C. 20549

Dear Sirs/Mesdames:

Re: Hemis Corporation registration of 28,435,885 common shares on Form SB-2

Please be advised that, I have reached the following conclusions regarding the above offering:

  1.

HEMIS CORPORATION (the "Company") is a duly and legally organized and existing Nevada state corporation, with its registered office located at 5348 Vegas Drive, Suite 226, Las Vegas, Nevada 89108 and its principal place of business located at Bettlistrasse 35, CH – 8600 Dübendorf, Switzerland. The Articles of Incorporation and corporate registration fees were submitted to the Office of the Secretary of State of Nevada and filed with the office on February 9, 2005. The Company's existence and form is valid and legal pursuant to the representation above.

     
  2.

The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of common stock at this time. Neither the articles of incorporation, bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common stock. The 28,435,885 shares of common stock previously issued by the Company to the selling shareholders are in legal form and in compliance with the laws of the State of Nevada, and are legally issued, fully paid and non-assessable. In addition, I am of the opinion that the Shares to be sold by the Selling Shareholders pursuant to this Registration Statement, when sold will be validly issued, fully paid and non-assessable shares of the Company's common stock.

     
  3.

The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.



— 2 —

I hereby consent to being named in the Form SB-2 Registration Statement as having rendered the foregoing opinion. I also consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving my consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.

Yours truly,

BACCHUS LAW GROUP

Per: /s/ Penny Green

Penny O. Green
Barrister, Solicitor & Attorney
Member, Washington State Bar Association
Member, Law Society of BC



Dates Referenced Herein

This ‘SB-2’ Filing    Date    Other Filings
Filed on:4/18/07None on these Dates
2/9/05
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Filing Submission 0001062993-07-001414   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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