EX-5 4 ex51-0312.htm SUTTON LAWRENCE LLP

Sutton Lawrence LLP

 

Garrett Sutton(1)
Richard Lawrence(2)
Angela V. Langlotz(3)
Frank Troppe(4)

(1)  Also licensed in California
(2)  Licensed in Utah, Illinois and Oklahoma
(3)  Also licensed in Oregon and Washington
(4)  Also licensed in Illinois

4745 Caughlin Parkway
Ste. 200
Reno, NV 89509

Tel: (775) 824-0300
Fax: (775) 824-0105
Gsutton@sutlaw.com

One Utah Center
201 South Main, Ste. 900
Salt Lake City, UT 84111

Tel:  (801) 355 6200
Fax:  (801) 292 0687

 

Reply to:   Reno Office

 

March 12, 2003

Board of Directors
Highland Clan Creations Corp.
C/o 3301-1009 Expo Boulevard
Vancouver, BC, Canada
V6Z 2V9

Re: Registration Statement on Form SB-2 - File No. 333-101133

Ladies and Gentlemen:

We have acted as your counsel in connection with the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the sale by Highland Clan Creations Corp, a Nevada corporation (the "Company"), of an aggregate of 1,900,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock" or the "Shares").

This opinion is delivered in accordance with the requirements of Items 601(b)(5) and (23) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form SB-2, relating to the Shares, filed with the Securities and Exchange Commission (the "Commission") under the Securities Act on November 12, 2002 (together with all exhibits thereto, the "Registration Statement"), (ii) the first amended Registration Statement on Form SB2\A filed with the Commission on January 28, 2003 (the "Second Amended Registration Statement"), (iii) the third amended Registration Statement on Form SB2\A to be filed with the Commission on March 12, 2003 (the "Third Amended Registration Statement"), (iv) the Charter of the Company, as amended, (v) the Articles of Incorporation of the Company in effect as of the date hereof (vi) the Bylaws of the Company in effect as of the date hereof, (vii) resolutions of the Board of Directors of the Company relating to the issuance and sale of the Shares, the filing of the Registration Statement, adopted at a meeting on October 12, 2002, and (viii) a specimen of the certificates representing the Shares. We have also examined such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In rendering this opinion, we have relied upon our review of documentation representing the transactions involving the transfer of the shares and certain other applicable documents pertaining to the status of the Company and its common stock that were furnished to us by the Company. We have also received oral representations made by certain officers and affiliates of the Company.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photocopies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Members of our firm working with respect to the Company are admitted to the practice of law in the State of Nevada and the State of California and to practice federal law of the United States of America, and we do not express any opinion as to the laws of any other jurisdiction or any other applicable law or regulation.

Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued by the Company in the offering, described in the Registration Statement and the First and Second Amended Registration Statements, have been duly and validly authorized for issuance, and, upon issuance and delivery of the Shares, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1.2 to Form SB-2, and its incorporation by reference as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date first written above. This law firm expressly disclaims any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify this opinion. This opinion is expressly limited to the matters stated herein, and this law firm makes no opinion, express or implied, as to any other matters relating to the Company or its securities.

Very truly yours,

/s/ Sutton Lawrence LLP 

SUTTON LAWRENCE LLP