 | James M. Halley Q.C., 2 | David W. Buchanan, Q.C. | 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 | Neo J. Tuytel | ||
| Ross D. Tunnicliffe | Kevin J. MacDonald | Don C. Sihota | ||
| R. Barry Fraser | James A. Speakman | Kerstin R. Tapping | ||
| Ethan P. Minsky, 6, 7, 9 | Brock H. Smith | Nicole M. Byres | ||
| D. Lawrence Munn, 8 | John C. Fiddick | R. Glen Boswall | ||
| Hannelie G. Stockenstrom, 12 | Bonnie S. Elster | Virgil Z. Hlus, 4 | ||
| Samantha Ip | Jonathan L.S. Hodes, 1, 5 | William L. Macdonald, 8 | ||
| Aaron B. Singer | L.K. Larry Yen, 10 | Peter M. Tolensky | ||
| Thea L. Koshman, 1 | Tony Fogarassy | Allyson L. Baker, 3 | ||
| Warren G. Brazier, 4 | Amy A. Mortimore | Veronica P. Franco | ||
| Krista Prockiw | Brent C. Clark | Jane Glanville | ||
| Conrad Y. Nest, 10 | C. Michelle Tribe | James T. Bryce, 1 | ||
| Richard T. Weiland | Adam I. Zasada | Cam McTavish | ||
| Steve Veitch | Lisa D. Hobman | Valerie S. Dixon | ||
| Jonathan C. Lotz | Dianne D. Rideout | Tasha L. Coulter | ||
| David J. Fenrich | Kari Richardson | Vikram Dhir, 1 | ||
| Reply Attention of Direct Tel. EMail Address Our File No. | L.K. Larry Yen 604.891.7715 lky@cwilson.com 32670-01 / CW1464975.3 | Adam M. Dlin | Marta C. Davidson | Sarah W. Jones |
| Michal Jaworski | Shauna K. Towriss | R. Brad Kielmann | ||
| Kyle M. Wilson | ||||
| 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: | |||
| March 20, 2008 SWAV Enterprises Ltd. Unit 628, 138 – 4th Avenue SE Calgary, Alberta T2G 4Z6 Canada | 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 | |
| 7 Florida | |||
| 8 New York | |||
| 9 Virginia | |||
| 10 Washington | |||
| Attention: | Pui Shan Lam, President and Chief Executive Officer | |
| Dear Sirs: | ||
| Re: | SWAV Enterprises Ltd. - Registration Statement on Form S-1 filed on | |
| October 15, 2007 (SEC File # 333-146748) | ||
We have acted as counsel to SWAV Enterprises Ltd. (the "Company"), a Nevada corporation, in connection with the preparation of a registration statement on Form S-1 (the "Registration Statement") through which up to 2,500,000 shares of the Company's common stock (the "Registered Shares"), $0.001 par value, are being registered pursuant to theSecurities Act of 1933, for resale by certain selling shareholders named in the Registration Statement as further described in the Registration Statement filed on October 15, 2007 and amended on January 14, 2008, March 3, 2008 and March 20, 2008.
In connection with this opinion, we have examined the originals or copies of the corporate instruments, certificates and other documents of the Company, including the following documents:
| (a) | Articles of Incorporation of the Company; | |
| (b) | Bylaws of the Company; | |
| (c) | Resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares; | |
| (d) | The Registration Statement; and |
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.
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| (e) | The Prospectus (the "Prospectus") constituting a part of the Registration Statement. |
We have assumed that the 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 statements 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 the Registered Shares are duly and validly authorized and issued, 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, 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 be changed after the effective date of the Registration Statement 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, | |
| /s/ CLARK WILSON LLP |
cc: United States Securities and Exchange Commission