Can Cal Resources Ltd – ‘SB-2/A’ on 2/12/02 – EX-5.1

On:  Tuesday, 2/12/02   ·   Accession #:  1028269-2-16   ·   File #:  333-72252

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

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Form Sb-2, Amendment 1 - SEC File No. 333-72252       78    365K 
 2: EX-5.1      Opinion of Counsel                                     2     10K 
 3: EX-10.10    Promissory Notes to Directors & Schwarz                3     11K 
 4: EX-10.20(A)  Amendment to Forbearance Agreement                    2±     8K 
 5: EX-23.0     Consent of Independent Auditors                        2      8K 

EX-5.1   —   Opinion of Counsel

EX-5.1
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                                                          EXHIBIT 5.0 and 23.1

 THE LAW OFFICE OF STEPHEN E. ROUNDS
 4635 EAST EIGHTEENTH AVENUE
DENVER, COLORADO USA 80220
TEL. 303.377.6997 FAX 303.377.0231
SERCOUNSEL@MSN.COM
ADMIN. OFFICE 307.856.2467
 SRA@WYOMING.COM

 February 11, 2002

Can-Cal Resources Ltd.                                                          
8221 Cretan Blue Lane                                                           
Las Vegas, Nevada 89128                                                         

Re:  Registration Statement on Form SB-2                                        
SEC File No. 333-72252                                                

Gentlemen:                                                                      

   Can-Cal Resources Ltd. ("Company") has filed a registration statement for
the offer and sale of up to 5,120,947 shares of Common Stock, including 720,947 
shares issued and outstanding, 200,000 shares to be issued as payment for       
services, up to 4,000,000 which may be purchased by companies who are providers 
of an equity line of credit established under an Investment Agreement, and      
200,000 shares underlying options to purchase Common Stock. We have acted as    
counsel to the Company in connection with the preparation and filing of the     
registration statement.                                                         

  Our opinion and consent is required in connection with such registration
statement. Such opinion and consent are to be filed as separate exhibits to the 
pre-effective amendment no. 1 to the registration statement.                    

DOCUMENTS REVIEWED

   I have examined originals, certified copies or other copies identified to
my satisfaction, of the following:                                              

1. Articles of Incorporation of the Company.                          

2. Amendment to the Articles of Incorporation.                        

2. Bylaws of the Company.                                             

 3. All exhibits listed in Part II of the registration statement on Form
SB-2.                                                           

4. Part I of the registration statement.                              

5. Other documents as appropriate under the circumstances.            

EX-5.1
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Can-Cal Resources Ltd.                                                          
February 11, 2002                                                               
Page -2-                                                                        

     I have also consulted with officers and representatives of the Company, and
received such representations and assurances concerning the exhibits described  
in paragraph 3 and the registration statement described in paragraph 4, as      
necessary under the circumstances. Although we have not undertaken independent  
verification of the matters covered by this paragraph, we have no reason to     
believe that the representations and assurances received are materially         
inaccurate or false.                                                            

 OPINION

The following opinion is subject to compliance by the Company with    
applicable state securities laws, to declaration of effectiveness of the        
Company's registration statement, and to the last sentence of this paragraph.   
Based on review of the documents listed above, it is our opinion that the shares
of common stock to be offered and sold by the Company will be duly and validly  
issued, fully paid and non-assessable shares of the common stock of the Company.

   No opinion is expressed, and none shall be inferred to be expressed, with
respect to the financial statements contained in the registration statement.    

     This opinion has been delivered to you for the purpose of being included as
an exhibit to the registration statement and is intended solely for your        
benefit.                                                                        

              Yours Sincerely,

                         /s/   Stephen E. Rounds

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/12/02							None on these Dates
		2/11/02		1		2
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