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

                                 August 12, 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 1,030,000 shares of Common Stock, including 30,000
shares common stock issued as payment for services, resale of up to 950,000
shares of common stock issuable upon conversion of principal payments to shares
under a convertible debenture, and 50,000 shares issuable upon exercise of
warrants. 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
initial filing of 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.






Can-Cal Resources Ltd.
August 12, 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