CINDY SHY, P.C.
A professional law corporation 2157 S.
Lincoln Street, Suite 202 • Salt Lake City, Utah 84106 • Telephone (801) 323-2392 Fax (801) 364-5645
June 27, 2005
Board of Directors
Rival Technologies, Inc.
#200, 100 Park Royal
West Vancouver, British Columbia
Canada V7T 1A2
Re:
Registration Statement on Form S-8
Members of the Board:
This firm has acted as counsel to Rival Technologies, Inc., a British Columbia corporation (the
“Company”), in connection with the preparation and filing of a registration statement on Form
S-8 under the Securities Act of 1933 (the “Registration Statement”). The Registration Statement
relates to the registration of 5,000,000 shares of common stock, no par value (the “Shares”), to be
offered pursuant to The 2005 Equity Incentive Plan of Rival Technologies, Inc. (the “Plan”).
In connection with this opinion, I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of:
(i)
the Articles of Incorporation and bylaws of the Company, as amended;
(ii)
certain resolutions of the Board of Directors of the Company relating to the
registration of the Shares;
(iii)
a copy of The 2005 Equity Incentive Plan of Rival Technologies, Inc.
(iv)
such other documents as I have deemed necessary or appropriate as the basis for
the opinions set forth below.
In such examination, I have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to this firm as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any facts material to
this opinion which I did not independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company and others. The members of
this firm are admitted to the practice of law in the state of Utah, and we express no opinion as to
the laws of any other jurisdiction
Based on and subject to the foregoing, I am of the opinion that the 5,000,000 shares of common
stock to be offered under the Plan have been duly authorized. The Shares will be, when and if
issued in accordance with the Plan, validly issued, fully paid and non-assessable shares of the
Company.
This opinion is expressly limited in scope to the Shares described herein, which are to be
expressly covered by the above referenced Registration Statement, and this opinion does not
cover any subsequent issuances of any securities to be made in the future pursuant to any other
plans, if any, pertaining to services performed in the future. Any such transactions are required
to be included in a new registration statement or a post-effective amendment to the above
referenced Registration Statement, which will be required to include a revised or a new opinion
concerning the legality of the securities to be issued.
I hereby consent to the filing of this opinion with the Securities and Exchange Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission.
/s/ Cindy Shy, P.C.
Cindy Shy, P.C.