EXHIBIT 5.1
Corporate Law Center
Ronald N. Serota, Attorney
Corporate Securities Counsel
2620 Regatta Dr., Suite 102
Las Vegas, NV 89128
Phone: (702) 869-0099
FAX: (702) 446-6071
August 20, 2007
Franky Resources Corp.
9750 Peace Way #2090
Las Vegas, NV 89147
Re: Franky Resources Corp., Registration Statement on Form SB-2
Ladies and Gentlemen:
This firm has acted as counsel for Franky Resources Corp., a Nevada corporation (the “Company”), in connection with the preparation of the registration statement on Form SB-2 (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 3,529,175 shares held by the selling shareholders described in the Registration Statement.
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; and (e) 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 3,529,175 shares of common stock to be sold by the selling shareholders are validly issued, fully paid and non-assessable.
This opinion is based on Nevada general corporate law, including the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws.
Very truly yours,
/s/ Ronald Serota
Ronald Serota, Esq.
Corporate Securities Counsel