Exhibit 5.01
LAW OFFICE OF ANDREA CATANEO LTD.
81 MEADOWBROOK ROAD
RANDOLPH, NJ 07860
(973) 442-9944
(973) 442-9933
April 12, 2002
Board of Directors
Island Critical Care Corp.
9 Myrtle Street, Stratford, PE, Canada C1B 1P4
In re: Island Critical Care Corp.
Registration Statement on Form S-8
Consultants Compensation Plan
Gentlemen:
We have acted as special counsel to Island Critical Care Corp., a Delaware
Corporation, ( the Company) in connection with the preparation of a registration
statement to be filed with the Securities and Exchange Commission on Form S-8
(Registration Statement) on or about April 12, 2002, relating to the proposed
issuance of up to 7,495,000 (Shares) of the Company's Common Stock, (par value
of $.001 per share) (Common Stock) pursuant to the terms of a 2002-B Consultants
Compensation Plan dated April 1, 2002. In this connection, we have examined such
documents, corporate records and other papers as we deemed necessary to examine
for the purposes of this opinion.
We have examined the Consultants Compensation Plan and the underlying contracts
of consultants as well as such corporate records, documents, instruments and
certificates of the Company, and have reviewed such other documents, as we have
deemed relevant under the circumstances. In such examination, we have assumed
without independent investigation the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
natural persons, and the conformity of any documents submitted to us as copies
to their respective originals. As to certain questions of fact material to this
opinion, we have relied without independent investigation upon statements or
certificates of public officials and officers of the Company.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plans, will be legally issued, fully paid and
non-assessable.
In connection with this opinion, we have examined the Registration Statement,
the Company's Articles of Incorporation and By-laws, and such other documents as
we have deemed necessary to enable us to render the opinion hereinafter
expressed.
We render no opinion as to the laws of any jurisdiction other than the internal
laws of the State of Delaware.
We hereby consent to the use of this opinion as an exhibit.
This opinion is conditioned upon the compliance by the Company with all
applicable provisions of the Securities Act of 1933, as amended, and such state
securities rules, regulations and laws as may be applicable.
Very truly yours,
LAW OFFICE OF ANDREA CATANEO LTD.
/s/ Andrea Cataneo
By: Andrea Cataneo, Esq.
