Cane Clark LLP | 3273 E. Warm Springs Las Vegas, NV 89120 |
| Kyleen E. Cane* | Bryan R. Clark^ | Chad Wiener+ | Scott P. Doney~ | Telephone: 702-312-6255 |
| | | | | Facsimile: 702-944-7100 |
| | | | Email: kcane@caneclark.com |
November 15, 2005
California News Tech
825 Van Ness Ave., 4th Floor
San Francisco, California 94107
Attention: Marian Munz, Chief Executive Officer
Re: California News Tech Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for California News Tech, a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the registration of shares of common stock up to the greater of the following in any 12 month period: (a) $1 million in sales value; (b) 15% of the value of the total assets of the Company; or (c) 15% of the issued and outstanding shares of the Company’s common stock (the “Shares”) reserved for issuance through its 1999 Stock Option Plan (the “Plan”). This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-B under the Act.
In rendering the opinion set forth below, we have reviewed (a) the Registration Statement and the exhibits thereto; (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, including resolutions of the board of directors approving the Plan and various options granted pursuant to the Plan; (e) the Plan; (f) a certification by the Company’s CEO and CFO certifying that the Company is not a “shell company” as set forth in Securities Act Rule 405; and (g) 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. It should be noted that if any of the foregoing documentation proves to be inaccurate or invalid in any respect, this opinion would not be applicable. 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. This opinion is based on Nevada law.
Based upon the foregoing, it is our opinion that, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that are entered into in accordance with the terms and subject to the conditions of the Plan, the Shares will be duly authorized, legally and validly issued, fully paid and non-assessable shares of the Company’s common stock.
Very truly yours,
/s/ Kyleen Cane
Kyleen Cane
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and in any amendment thereto.
Very truly yours,
/s/ Kyleen Cane
Kyleen Cane
