EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1478
FAX (509) 747-1770
EMAIL: CCLYSIAK@QWEST.NET
June 5, 2006
Securities and Exchange Commission
100 F Street Avenue N.E.
Washington, D. C. 20549
RE: Atwood Minerals and Mining Corp.
Gentlemen:
I have acted as special counsel for Atwood Minerals and Mining Corp., a Nevada company (the "Company"), in connection with the preparation of a registration statement on Form SB-2 (the "Registration Statement") pursuant to the United States Securities Act of 1933, as amended (the "Act") filed with the Securities and Exchange Commission (the "SEC") with respect to a proposed public offering by certain shareholders of 3,100,000 common shares, $0.001 par value per share, of the Company's common stock (the "Shares") at an offering price of $0.05 per share.
You have asked me to render my opinion as to the matters hereinafter set forth herein.
I have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as I have deemed necessary as a basis for this opinion. In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. I have, when relevant facts material to my opinion were not independently established by me, relied to the extent I deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.
Securities and Exchange Commission
RE: Atwood Minerals and Mining Corp.
June 5, 2006
Page 2
Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Nevada are concerned:
1. The Company is a corporation duly organized and validly existing under the laws of Nevada including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.
2. The Shares to be sold as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares under 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 filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.
Yours truly,
CONRAD C. LYSIAK
Conrad C. Lysiak
