EX-5 2 consent-sb2a1.txt EX-5.1 EXHIBIT 5.1 L. STEPHEN ALBRIGHT, Esq. Letterhead July 21, 2004 AUTO DATA NETWORK, INC. The Forsyth Centre, Century Place Lamberts Road, Tunbridge Wells Kent TN2 3EH United Kingdom Re: AUTO DATA NETWORK, INC. (THE "COMPANY") REGISTRATION ON FORM SB-2 SECOND AMENDMENT ("FIRST AMENDMENT") ORIGINAL FILING DATE VIA EDGAR: JULY 12, 2004 Gentlemen: I have examined the registration statement on the First Amendment to Form SB-2 to be filed by you with the Securities and Exchange Commission ("SEC") on or about July 21, 2004 (the "First Amendment"), in connection with the registration under the Securities Act of 1933, as amended, of up to 498,189 shares of your common stock, par value $.001 per share (the "Shares"). I understand that the Shares are to be sold by the selling shareholder to the public from time to time as described in the First Amendment. I have examined originals or copies of those corporate and other records and documents I considered appropriate. I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity with originals of all documents submitted to me as copies. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of laws I considered relevant, and subject to the limitations and qualifications of this opinion, I am of the opinion that the Shares, if sold by such selling shareholders in the manner described in the First Amendment, will be validly issued, fully paid and non-assessable. The laws covered by this opinion are limited to the present federal law of the United States and the present Delaware General Corporation Law. I express no opinion herein concerning any laws of any other jurisdiction and no opinion regarding statutes, administration decisions, rules, regulations or requirement of any country, municipality, subdivision ro local authority of any jurisdiction. Auto Data Network, Inc. July 21, 2004 Page 2 I hereby consent to the use of this opinion as an exhibit to the First Amendment and further consent to the use of my name wherever appearing in the First Amendment, including the prospectus constituting a part thereof and any amendments thereto. Sincerely, /s/ L. Stephen Albright ------------------------------------ L. STEPHEN ALBRIGHT, ATTORNEY AT LAW