Cane Clark llp
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3273 E. Warm Springs Las Vegas, NV 89120
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| Kyleen E. Cane* | Bryan R. Clark^ | Telephone: 702-312-6255 | |||
| Joe Laxague | Scott P. Doney | Facsimile: 702-944-7100 | |||
| Christopher T. Clark | Email: jlaxague@caneclark.com | ||||
June 28, 2012
Nyxio Technologies Corporation
2156 NE Broadway
Portland, OR 97232
Re: Nyxio Technologies Corporation, Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Nyxio Technologies Corporation, a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 4,500,000 shares of the Company’s common stock (the “Shares”) which may be issued pursuant to the Company’s 2012 Equity Incentive Plan.
In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached 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 2012 Equity Incentive Plan; (e) the 2012 Equity Incentive Plan; and (f) 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. 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.
Based upon the foregoing, we are of the opinion that the Shares have been validly authorized, and when the Registration Statement has become effective under the Act, such Shares will, when issued pursuant to the terms of the 2012 Equity Incentive Plan, be legally issued, fully paid and non-assessable shares of the Company’s common stock.
Very truly yours,
CANE CLARK LLP
/s/ Joe Laxague
Joe Laxague, Esq.
CONSENT
WE HEREBY CONSENT to the inclusion of our name and use of our opinion in connection with the Form S-8 Registration Statement filed with the Securities and Exchange Commission as counsel for the registrant, Nyxio Technologies Corporation.
Very truly yours,
CANE CLARK LLP
/s/ Joe Laxague
Joe Laxague, Esq.
