Exhibit 5.1
ALBERT G. MARQUIS PHILLIP S AURBACH WILLIAM A. LEVY AVECE M. HIGBEE DALE A. HAYES TERRY A. COFFING JAY YOUNG SCOTT A. MARQUIS JACK CHEN MIN JUAN FRANK M. FLANSBURG III MARY J. DRURY CRAIG R. ANDERSON DAVID A. COLVIN TERRY A. MOORE __________ MICAH S. ECHOLS GERALDINE BARRETTO-KO DALE A. HAYES, JR. NICHOLAS D. CROSBY SHANE W. CLAYTON | MARQUIS & AURBACH ATTORNEYS AT LAW | DONNA M OSBORN CHRISTOPHER J. RICHARDSON MATTHEW T. CECIL KENDELEE LEASCHER WORKS SCOTT A. KNIGHT JASON M. GERBER ERIK W. FOX LISA A. McCLANE BRIAN R. HARDY LAYKE M. STOLBERG SALLY L. GALATI CRAIG F. ROBINSON JOSHUA D. CORRELLI KEITH D. WILLIAMS CONTI J. MOORE ERIN R. BARNETT TYE S. HANSEEN __________ JOHN M. SACCO OF COUNSEL |
July 31,2008
Via Email and First Class Mail
Tao Chen
President
Legend Mining Inc.
Suite 403,2-46 DeZhennan Road
Yeusiu District, Guangzhau
Guangdong Province
People's Republic of China
Re: Offering by Legend Mining Inc., a Nevada corporation,
of 28,500 common shares
Dear Mr. Chen
We have acted as Nevada counsel for Legend Mining Inc., a Nevada corporation ("Company") in conjunction with the aggregate offering of 2,850,000 common shares ("Shares") in the Company pursuant to the Form SB-l ("Registration Statement"). The Shares are being offered for sale by the Selling Shareholders, as defined in the Registration Statement.
In rendering the opinions hereinafter expressed, we have examined the Registration Statement, the Company's Articles of Incorporation and Bylaws, each as amended to date, and such other documents, records, certificates, memoranda and other instruments as we have deemed necessary as a basis for this opinion. We have also obtained from officers and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for purposes of this opinion.
Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic or facsimile copies conform to the original document, and all corporate records made available to us by the Company and all public records reviewed are accurate and complete.
10001 Park Run Drive· Las Vegas, Nevada 89145· Phone: 702.382.0711· Fax: 702.382.5816· www.marquisaurbach.com
Tao Chen
July 31, 2008
Page 2
The opinions set forth herein are expressly limited to the effect of the general corporate laws of the State of Nevada as in effect as of the date hereof and we do not purport to be experts on, or to express any opinion herein concerning, or to assume any responsibility as to the applicability to or the effect on any of the matters covered herein of, any other laws, including any federal securities law, or any state securities or "blue sky" laws or regulations.
On the basis of the foregoing, and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that the Shares, when and to the extent issued and sold in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Sincerely,
/s/ MARQUIS & AURBACH
MARQUIS & AURBACH