Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Form SB-2 of Canusa Capital Corp 48 186K
10: SB-2 PDF of Registration Statement -- sb2 PDF 1.16M
2: EX-3.1 Articles of Incorporation 2± 8K
3: EX-3.2 Bylaws 8 40K
4: EX-5 Opinion of Karen A. Batcher, Esq. 2 9K
5: EX-23.1 Consent of of Karen A. Batcher, Esq. 1 7K
6: EX-23.2 Consent of George Stewart, CPA 1 7K
7: EX-23.3 Consent of Geologist 1 7K
8: EX-99.1 Subscription Agreement 2 12K
9: EX-99.2 Geology Report 22 41K
EX-5 — Opinion of Karen A. Batcher, Esq.
EX-5 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 5.0
[LETTERHEAD OF BATCHER, ZARCONE & BAKER, LLP]
June 27, 2007
Ms. Janet Janes, President
Canusa Capital Corp.
68220 Espada Road
Cathedral City, CA 92234
Re: Legal Opinion Pursuant to SEC Form SB-2
Registration Statement - Canusa Capital Corp.
Dear Ms. Janes:
You have requested my opinion as special counsel for Canusa Capital Corp., a
Delaware corporation (the "Company") for the limited purpose of rendering this
opinion in connection with the Company's Registration Statement on Form SB-2 and
the Prospectus included therein (collectively the "Registration Statement")
relating to a proposed offering by the Company to the public of 1,000,000 shares
of the Company's Common Stock, $.001 par value (the "Shares"), to be filed with
the Securities and Exchange Commission. I was not engaged to prepare or review,
and I have not prepared or reviewed, any portion of the Registration Statement,
and I hereby disclaim any responsibility for the Registration.
The following opinion is based upon the Securities Act of 1933 as amended (the
"Act") and Delaware securities laws, including without limitation, the statutory
provisions, all applicable provisions of the Delaware constitution and reported
judicial decisions interpreting those laws.
The Shares are to be offered by the Company in a best efforts, direct public
offering without any involvement of underwriters, as described in the
Registration Statement. We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records,
certificates and written and oral statements of officers and accountants of the
Company and of public officials, and other documents that we have considered
necessary and appropriate for this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares, when
sold pursuant to and in accordance with the Registration Statement and the
documents described therein, will be validly issued, fully paid and
nonassessable.
Ms. Janes
June 27, 2007
Page 2
The foregoing opinion is limited to the federal laws of the United States of
America and the General Corporation Law of the State of Delaware.
Regards,
BATCHER ZARCONE & BAKER, LLP
/s/ Karen Batcher
----------------------------
Karen A. Batcher, Esq.
Dates Referenced Herein
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This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 7/2/07 | | | | | | | None on these Dates |
| | 6/27/07 | | 1 | | 2 |
| List all Filings |
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