ALEXANDER H. WALKER III
Attorney at Law
American Plaza II
57 West 200 South, Suite 400
Salt Lake City, Utah 84101
(801) 363-0100
(801) 521-3301 (Fax)
Admitted in Utah and Nevada
October 3, 2005
Board of Directors
Major Creations Incorporated
P. O. Box 57113
2020 Sherwood Park Drive
Sherwood Park, Alberta T8A 5L7
Re:
Major Creations Incorporated
Dear Board Members:
Major Creations Incorporated, a Nevada corporation (the “Company”), has asked me to opine on the legality of the issuance of up to 950,000 shares of common stock in connection with the registration under the Securities Act of 1933 (the “Securities Act”) of such 950,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), as described below. A registration statement on Form SB-2 has been prepared by the Company and is being filed with the Securities and Exchange Commission in connection with these shares. This opinion shall be filed with the Registration Statement. So there is no mistake, I hereby reference File No. 333-122870 in connection with the opinion.
The Registration Statement seeks the registration of the 950,000 shares of the Common Stock (the “Registered Shares”). The Registered Shares are to be offered to the public by the Company on a best efforts basis without the use of any underwriters.
In connection with rendering this opinion I have examined copies of the Registration Statement and all exhibits thereto. I have also examined and relied upon the original, or copies certified to my satisfaction, of (i) the Articles of Incorporation and the By-laws of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Registered Shares and related matters, and (iii) such other agreements and instruments relating to the Company as I deemed necessary or appropriate for purposes of the opinion expressed herein. In rendering such opinion, I have made such further investigation and inquiries relevant to the transactions contemplated by the Registration Statement as I have deemed necessary for the opinion expressed herein, and I have relied, to the extent I deemed reasonable, on certificates and certain other information p rovided to me by officers of the Company and public officials as to matters of fact of which the maker of such certificate or the person providing such other information had knowledge.
Board of Directors
Major Creations Incorporated
March 1, 2005
_________________
Furthermore, in rendering my opinion, I have assumed that the signatures on all documents examined by me are genuine, that all documents and corporate record books submitted to me as originals are accurate and complete, and that all documents submitted to me are true, correct and complete copies of the originals thereof.
Based upon the foregoing, I am of the opinion that the Registered Shares have been duly and validly authorized by the Company and that the Registered Shares will be legally and validly issued upon the effectiveness of the Company’s Registration Statement for such shares on Form SB-2, fully paid and non-assessable in accordance with Nevada law. This opinion is based on the laws of Nevada, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.
I hereby consent to the reference to my name in the Registration Statement and the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Alexander H. Walker III
Alexander H. Walker III
AHWIII:rr
