Exhibit 5.1
P H I L I P J . E N G L U N D
A T T O R N E Y A T L A W
3460 CORTE CLARITA, CARLSBAD, CALIFORNIA 92009
( 7 6 0 ) 7 5 3 – 7 4 0 0 your.gc@adelphia.net FAX ( 7 6 0 ) 7 5 3 – 7 4 1 0
October 20, 2005
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: sellcell.net – Form SB-2
Gentlemen:
Please be advised that I have reached the following conclusions regarding the above offering:
1. sellcell.net (the "Company") is a duly and legally organized and existing Nevada state corporation, with both its registered office and its principal place of business located at 514-1540 W 2nd Avenue, Vancouver, B.C., Canada V6J 1H2. The Articles of Incorporation and corporate registration fees were submitted to the Nevada State Division of Corporations and filed with the office on April 4, 2005. The Company's existence and form is valid and legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of common stock at this time. Neither the Articles of Incorporation, Bylaws, amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The common stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be sold under the above-referenced Form SB-2 Registration Statement is likewise in legal form and in compliance with the laws of the State of Nevada.
3. To my knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. I know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. I know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.
4. The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.
6. By director's resolution, the Company has authorized the issuance of up to 1,850,000 shares of common stock, which have been issued and are to be registered pursuant to the above-referenced registration statement. The shares, when issued, were legally issued, fully paid and non-assessable.
7. The Company's Articles of Incorporation presently provide the authority to the Company to issue 75,000,000 shares of common stock, $0.001 par value. The Company currently has issued and outstanding 3,350,000 shares of common stock.
I do not express any opinion with respect to the law of any jurisdiction other than the State of Nevada, including all statutory provisions, all applicable provisions of the Nevada constitution and all reported decisions interpreting those laws, and the federal laws of the United States of America. I express no opinion as to the laws, regulations of judicial decisions of any other jurisdiction.
Very truly yours,
/s/ Philip J. Englund
Philip J. Englund
P H I L I P J . E N G L U N D
A T T O R N E Y A T L A W
3460 CORTE CLARITA, CARLSBAD, CALIFORNIA 92009
( 7 6 0 ) 7 5 3 – 7 4 0 0 your.gc@adelphia.net FAX ( 7 6 0 ) 7 5 3 – 7 4 1 0
October 20, 2005
CONSENT
I HEREBY CONSENT to the inclusion of my name in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, sellcell.net, and to the reference to my name in that filing.
_/s/ Philip J. Englund__
Philip J. Englund
