EX-5 9 ex052.htm EX. 5.2 LEGAL OPINION OF CLARK WILSON, LLC FG Filed by Filing Services Canada 403-717-3898

Exhibit 5.2

 

Clark, Wilson
Barristers & Solicitors
Patent & Trade-Mark Agents
800-885 W Georgia Street
Vancouver, BC  V6C 3H1
Tel.

604.687.5700

 

 

July *, 2007

Eurasia Energy Limited
Downiehills, Blackhills, Peterhead
Aberdeenshire, AB42 3LB, Scotland, U.K.

Attention:

Nicholas W. Baxter,
President and CEO

 

Dear Sir:

Re:

Opinion Regarding common stock of Eurasia Energy Limited
Registered on Form S-4 as amended and dated July *, 2007

We have acted as counsel for Eurasia Energy Limited (the “Corporation”) in connection with the filing of a registration statement on Form S-4 as amended and dated July *, 2007 (the “Registration Statement”) under the Securities Act of 1933, as amended.  The Corporation will be changing its jurisdiction from the State of Nevada to Anguilla, British West Indies (the “Continuance”).  Following the Continuance, the Corporation’s 20,315,135 shares are being registered under the Registration Statement.

We have examined originals or copies, certified or identified to our satisfaction, of the constating documents of the Corporation and of such corporate records of the Corporation, certificates of public officials, officers of the Corporation and such other documents and have considered such questions of law and made such other investigations as we have deemed relevant or necessary as a basis for the opinions hereinafter expressed.  In particular, as to various questions of fact, we have relied upon a certificate (the “Certificate”) of the President of the Corporation, dated July ___, 2007, relating to certain factual matters of the Corporation and the common stock of the Corporation.  We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof.

In expressing the opinion set forth in paragraph 1 below, insofar as such opinion relates to the number of issued and outstanding shares of the Corporation on July ___, 2007, we have relied exclusively and without independent investigation upon a letter from Nevada Agency & Trust Company (the “Transfer Agent”) dated ___, 2007.  In expressing the opinion set forth in paragraph 2 below, insofar as such opinion relates to such shares being duly issued, fully-paid and non-assessable, we have relied exclusively on the Certificate.

Based on and subject to the foregoing we are of the opinion that as of July ___, 2007:

1.

The authorized capital of the Corporation consists of 100,000,000 common shares of which 20,315,135 are issued and outstanding; and






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2.

The 20,315,135 issued and outstanding shares will be duly issued, fully paid and non-assessable as at the effective date of the Continuance.  This is the same number of issued shares as indicated by the records of the Transfer Agent.

We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia.  We are generally familiar with the Nevada Revised Statutes of the State of Nevada (“Nevada Law”) as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation.  This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Law, as such laws presently exist and to the facts as they presently exist.  We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.  We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name in the Prospectus constituting a part of such Registration Statement under the heading “Legal Matters.”


Yours truly,