Exhibit 5.1
THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com
December 29, 2010
Board of Directors
Coronus Solar Inc.
1100-1200 West 73rd Avenue
Vancouver, British Columbia
Canada V6P 6G5
Gentlemen:
I have acted as counsel for Coronus Solar Inc., formerly Insightfulmind Learning, Inc., a Canadian corporation (the “Company”), in connection with the preparation the Post Effective Amendment to its Form S-1 registration statement (the “Registration Statement”) pursuant to the United States Securities Act of 1933, as amended (the “Act”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with a proposed public offering by certain shareholders of 5,485,010 common shares, no par value per share, of the Company’s common stock (the “Shares”) at the market price. The foregoing figure reflects a 2 for 1 stock split which occurred on November 3, 2009.
You have asked me to render my opinion as to the matters hereinafter set forth herein.
I have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as I have deemed necessary as a basis for this opinion. In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. I have, when relevant facts material to my opinion were not independently established by me, relied to the extent I deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.
| | Coronus Solar Inc. |
| | December 29, 2010 |
| | Page 2 |
Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Canada are concerned:
| 1. | The Company is a corporation duly organized and validly existing under the laws of Canada. |
| 2. | The Shares to be sold as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares. |
I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.
| | Yours truly, | |
| | |
| | The Law Office of Conrad C. Lysiak, P.S. | |
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| | BY: | CONRAD C. LYSIAK |
| | | Conrad C. Lysiak |
