VALERIE L. HANNA
licensed in California & Ontario, Canada
Attorney at law
TEL: (310) 471-9759
FAX: (310) 471-9759
October 15, 2003
Tally-Ho Ventures, Inc.
and the Persons and
Entities who become
Personnel thereof
518 Oak St. #2
Glendale, CA 91204
Ladies and Gentlemen:
We hereby first consent to the reference to our firm in the registration
statement and to having the legality opinion filed as an exhibit to the
registration statement.
This is an amendment of our opinion letter of July 1, 2003, which was an
amendment of our original opinion letter dated April 11, 2003 which was filed as
an exhibit to your SB-2 Registration Statement dated April 10, 2003 and
initially filed with the SEC on April 18, 2003.
We render herewith our opinion as to certain matters pursuant to your
request.
In rendering our opinion, we have examined and relied upon the following:
(a) The Certificate of Incorporation dated November 4, 2002 and filed
November 21, 2002; and bylaws of the Company dated November 21, 2002;
(b) The materials contained in the Registration Statement of the
Corporation, dated April 10, 2003, initially filed with the SEC April
18, 2003, as amended (the "STATEMENT") concerning the offering of the
Stock;
(c) The Certificate of the Corporation dated April 10, 2003 attached
hereto as "CERTIFICAT" (the "Corporation Certificate"); and
(d) Such other documents and instruments as we have deemed necessary in
order to enable us to render the opinions expressed herein.
For the purposes of rendering this opinion, we have assumed that no person
or entity has engaged in fraud or misrepresentation regarding the inducement
relating to, or the execution or delivery of, the documents reviewed.
Furthermore, we express no opinion as to the validity of any of the assumptions,
form, or content of any financial or statistical data contained in the
STATEMENT. We do not assume obligation to advise investors or their
representatives beyond the opinions specifically expressed. The terms used in
this opinion shall have the meaning ascribed to them in the documents relied
upon in rendering our opinion.
Based upon the foregoing assumptions, our review of the above documents,
and subject to the qualifications listed herein, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Delaware, and will be fully authorized to transact the
business in which it is engaged and in which it proposes to engage if it
conducts its business as described in the STATEMENT.
________________________________________________________________________________
12361 DEERBROOK LANE, LOS ANGELES, CA 90049
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2. The Stocks, when issued and sold, will be validly and legally issued
under the laws of the State of Delaware; provided, however, that no opinion is
rendered under this paragraph 2 regarding compliance with federal or state
securities or blue sky laws. The Stocks, when issued and sold upon payment of
the offering price, will be fully paid and non-assessable and binding on the
company in accordance with their terms.
3. The Stocks, when issued and sold by the Company, will conform in all
material respects to all statements concerning them contained in the STATEMENT.
4. The disclosures contained in the STATEMENT, taken together with the
PRESIDENT's offer to each subscriber to provide access to additional
information, are sufficient to satisfy the "information requirements" of the
registration exemptions under the Securities Act of 1933, Regulation S-B, as
amended, assuming the receipt by each purchaser of a copy of the STATEMENT.
Nothing herein shall constitute an opinion as to the laws of any state or
jurisdiction other than the laws of the State of Delaware and federal law
regardless of the selected choice of law stated in any document discussed in
this letter.
Our opinion is limited to the specific opinions expressed above. No other
opinions are intended to be inferred therefrom. In the event that any of the
facts are different from those which have been furnished to us and upon which we
have relied, the conclusions as set forth above cannot be relied upon.
The opinions contained in this letter are rendered as of the date hereof,
and we undertake no, and hereby disclaim any, obligation to advise you of any
changes in or any new developments which might affect any matters or opinions
set forth herein.
Very truly yours,
/s/ Valerie Hanna
Valerie Hanna
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CERTIFICATE
Tally-Ho Ventures, Inc.
518 Oak St. #2
Glendale, CA 91204
April 10, 2003
Dear Valerie Hanna,
We have requested that you render certain opinions regarding the legality
of the securities involved in the offering of common stock shares (the "STOCKS")
in TALLY-HO VENTURES, INC. ("the COMPANY"). In order to assist in your
preparation of those opinions, you may rely upon the following representations:
1. The STOCKS, when issued and sold by the COMPANY, will conform in all
material respects to all statements concerning them contained in the Statement
and any supplements and amendments thereto.
2. There is not in existence, pending, or threatened, any action, suit or
proceeding to which the COMPANY or the PRESIDENT is or are a party, except as
set forth in the statement, before any court or governmental agency or body,
which might, if decided adversely, materially affect the subject matter of the
Subscription Agreement or the financial condition, business, or prospects of
the COMPANY.
3. There has been no material adverse change in the financial condition of
the COMPANY or the PRESIDENT subsequent to the date of the financial material
presented in the statement.
4. The disclosure in the statement taken together with our offer to each
subscriber to provide access to additional information are sufficient to satisfy
the "information requirements" of Regulation S-B under the Securities Act of
1933, as amended, assuming the receipt by each purchaser of a copy of the
statement.
5. No stop order or other order enjoining the offer, sale, or offer for
sale of the Shares or enjoining the use of the statement in connection with the
offer, offer for sale, or sale of the Shares has been issued and no proceedings
for such purposes are pending or are, to our knowledge, contemplated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
or by any state securities administrator.
6. Neither the statement nor any other offering documentation, including
all applications for qualification or registration filed pursuant to state "blue
sky" or securities laws with respect to the offering of Stock, prepared on
behalf of the Corporation, including any amendments or supplements thereto,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make any statement made, in light
of the circumstances in which it was made, not misleading.
Yours very truly,
TALLY-HO VENTURES, INC.
/s/ Tal Kapelner, President
By: Tal Kapelner, President
