| Cane Clark LLP | 3273 E. Warm Springs Las Vegas, NV 89120 | ||||
| Kyleen E. Cane* | Bryan R. Clark^ | Telephone: 702-312-6255 | |||
| Chad Wiener+ | Scott P. Doney~ | Facsimile: 702-944-7100 | |||
| Joe Laxague~ | Email: kcane@caneclark.com | ||||
July 27, 2006
Colombia Goldfields Ltd.
#208-8 King Street east
Toronto, Ontario, Canada M5C 1B5
Re: Colombia Goldfields Ltd., Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Colombia Goldfields Ltd., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 24,959,455 shares of the Company’s common stock.
In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto dated July 26, 2006; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the common stock to be sold by the selling shareholders is validly issued, fully paid and non-assessable. This opinion is based on Nevada general corporate law.
Very truly yours,
CANE CLARK, LLP
/s/ Kyleen Cane
Kyleen E. Cane
We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to all references to this Firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
CANE CLARK, LLP
/s/ Kyleen Cane
Kyleen E. Cane