 | James M. Halley Q.C., 2 | Derek J. Mullan, Q.C. | R. Stuart Wells |
| M. Douglas Howard | W.W. Lyall D. Knott, Q.C. | William A. Ruskin, 1 | |
| Patrick A. Williams | Alexander Petrenko | Bernard Pinsky, 4 | |
| Roy A. Nieuwenburg | William C. Helgason | William D. Holder | |
| Nigel P. Kent, 1 | Douglas W. Lahay | David W. Kington | |
| Diane M. Bell | Anne L.B. Kober | R. Brock Johnston | |
| Neil P. Melliship | Kenneth K.C. Ing, 11, 13 | Darren T. Donnelly | |
| Mark S. Weintraub | Kevin J. MacDonald | Don C. Sihota | |
| R. Barry Fraser | James A. Speakman | Ethan P. Minsky, 6, 7, 9 | |
| Brock H. Smith | Nicole M. Byres | Peter Kenward | |
| D. Lawrence Munn, 8 | John C. Fiddick | R. Glen Boswall | |
| Virgil Z. Hlus, 4 | Stewart L. Muglich, 8 | Samantha Ip | |
| Jonathan L.S. Hodes, 1, 5 | Gwendoline Allison | Mark J. Longo, 3 | |
| Aaron B. Singer | L.K. Larry Yen, 10 | Peter M. Tolensky | |
| Amy A. Mortimore | Jane Glanville | Richard T. Weiland | |
| Allyson L. Baker, 3 | Warren G. Brazier, 4 | Veronica P. Franco | |
| Krista Prockiw | Jeffrey F. Vicq, 15 | Brent C. Clark | |
| Conrad Y. Nest, 10 | C. Michelle Tribe | James T. Bryce | |
| Jonathan C. Lotz, 8 | Cam McTavish | Lisa D. Hobman | |
| Valerie S. Dixon | Satinder K. Sidhu | Tasha L. Coulter | |
| Kari Richardson | Vikram Dhir, 1 | Adam M. Dlin | |
| Marta C. Davidson | Rina J. Jaswal | Sarah W. Jones | |
| Michal Jaworski | Jun Ho Song, 4, 8, 16 | Shauna K.H. Towriss | |
| Anna D. Sekunova | Kyle M. Wilson | Kristine P. All | |
| Pratibha Sharma | Angela M. Blake | Seva Batkin | |
| David A. Hunter | Matthew R. Ely |
| August 21, 2009 BY MAIL Del Toro Silver Corp. 400 – 409 Granville Street Vancouver, British Columbia V6C 1T2 Canada | Associate Counsel: Michael J. Roman | ||
| Certain lawyers have been admitted to practice in one or more of the following jurisdictions as indicated beside each name: | |||
| Canada | United States | International | |
| 1 Alberta | 4. California | 11 Hong Kong | |
| 2. Manitoba | 5. Colorado | 12 South Africa | |
| 3. Ontario | 6. District of Columbia | 13 United Kingdom | |
| 15. Saskatchewan | 7. Florida | 14 Ireland | |
| 8. New York | |||
| 9. Virginia | |||
| 10. Washington | |||
| 16. Nevada | |||
| Attention: | Mark McLeary, President | |
| Dear Sirs: | ||
| Re: Del Toro Silver Corp. - Registration Statement on Form S-1 | ||
We have acted as counsel to Del Toro Silver Corp. (the “Company”), a Nevada corporation, in connection with the registration with the Securities and Exchange Commission on Form S-1 (the “Registration Statement”) of up to 2,110,270 shares of the Company’s common stock (the “Registered Shares”) by the selling stockholders named in the Registration Statement (the “Selling Stockholders”). The Registered Shares consist of 1,055,135 shares of the Company’s common stock which are currently outstanding and 1,055,135 shares of the Company’s common stock which may be issued upon the exercise of share purchase warrants.
| In connection with this opinion, we have reviewed: | |
| (a) | Articles of Incorporation of the Company; |
| (b) | Articles of Merger involving the Company; |
| (c) | Bylaws of the Company and the Amendment to Bylaws of the Company; |
| (d) | certain records of the Company’s corporate proceedings; |
| (e) | the Registration Statement and the exhibits thereto; |
| (f) | the Prospectus (the “Prospectus”) constituting a part of the Registration Statement; and |
| (g) | such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinions expressed herein. |
HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314www.cwilson.com
Some lawyers at Clark Wilson LLP practice through law corporations.
- 2 -
We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon the statements or certificates of officers or representatives of the Company.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion
- that any Registered Shares that are currently outstanding have been duly and validly authorized and issued, and are fully paid and non-assessable; and
- that any Registered Shares to be issued upon the exercise of the share purchase warrants, once issued in accordance with their terms, including payment of the exercise price, will be duly and validly authorized and issued and be fully paid and non-assessable.
This opinion letter is opining upon and is limited to the current federal laws of the United States and the laws of the State of Nevada, including the statutory provisions, all applicable provisions of the Nevada constitution, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the discussion of this opinion in the Prospectus, and to our being named in the Registration Statement.
| Yours truly, | |
| “Clark Wilson LLP” |
cc: United States Securities and Exchange Commission