XTOL Energy Inc. (the "Company") is a duly and legally organized and existing Nevada state corporation, with its registered office located at 502 East John Street, Carson City, Nevada 89706 and its principal place of business located at Suite 600 – 595 Howe Street, Vancouver, British Columbia, Canada V6C 2T5. 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 14, 2006. The Company's existence and form is valid and legal pursuant to the representation above.

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 14,700,000 shares of common stock (the “Shares”) 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 Form SB-2 Registration Statement, when sold will be validly issued, fully paid and non-assessable shares of the Company's common stock.

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.

The Company's Articles of Incorporation presently provide the authority to the Company to issue 80,000,000 shares of common stock, $0.0001 par value. Therefore, the Board of Directors’ Resolutions which authorized the issuance for sale of up to 1,500 shares of common stock under the warrants was within the authority of the Company’s directors and the shares, when issued, will be validly issued, fully paid and non-assessable.