EXHIBIT 5.1
LEGAL OPINION
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
THERE IS NO PROFESSIONAL RELATIONSHIP OF ANY KIND BETWEEN ▇▇▇▇▇▇ ▇. ▇▇▇▇ AND
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, L.L.P.
ATTORNEYS AND COUNSELORS
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TELEPHONE: ▇▇▇-▇▇▇-▇▇▇▇
D/FW METRO TEL.: ▇▇▇-▇▇▇-▇▇▇▇
FAX: ▇▇▇-▇▇▇-▇▇▇▇
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E-MAIL: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
July 08, 2002
Board of Directors
AgroCan Corporation
Dominion Centre
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RE: AgroCan Corporation
Gentlemen:
I have acted as securities counsel for AgroCan Corporation ("AgroCan"
or the "Company"). You have asked me to render this opinion to AgroCan.
You have advised me that:
1. AgroCan is current in its reporting responsibilities to the Securities
and Exchange Commission as mandated by the Securities Exchange Act of 1934, as
amended
2. ▇▇▇▇▇ ▇▇▇▇ has acted and will continue to act as business consultant
to the Company.
3. ▇▇▇▇ ▇. ▇▇▇▇ has acted and will continue to act as business
consultant to the Company.
4. In their capacity as business consultants, ▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇
▇▇▇▇, have provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising transaction,
and which did not either directly or indirectly promote or maintain a market
for AgroCan's securities.
5. AgroCan has agreed to issue its common stock to the above-named
individuals as compensation for their services on behalf of AgroCan.
6. The shares to be issued to these individuals are pursuant to corporate
resolution and the approval of the Board of Directors of AgroCan.
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AgroCan Corporation
Re: Form S-8
July 08, 2002
Page 2
These shares shall be registered pursuant to a Registration Statement on
Form S-8 and may be issued without restrictive legend.
I have read such documents as have been made available to me. For purposes
of this opinion, I have assumed the authenticity of such documents.
Based on the accuracy of the information supplied to me, it is my opinion
that AgroCan may avail itself of a Registration Statement on Form S-8, and is
qualified to do so. It is my further opinion that the above-named individuals
are proper persons qualified to receive shares which are registered in a
Registration Statement on Form S-8.
I consent to the use of this letter in the Registration Statement filed on
Form S-8.
Yours truly,
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, L.L.P.
By:
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