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December 2, 2009 BY EMAIL Passport Arts Inc. |
| Attention: | Asbed Palakian, President and Chief Executive Officer |
Dear Mr. Palakian:
| Re: | Passport Arts Inc. – Registration Statement on Form S-1/A |
We have acted as counsel to Passport Arts Inc. (the “Company”), a Nevada corporation, in connection with the preparation of a registration statement on Form S-1/A (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission pursuant to theSecurities Act of 1933, as amended, relating to the offering of 533,500 shares of the Company’s common stock (the “Registered Shares”) by the selling stockholders named in the Registration Statement.
In connection with this opinion, we have reviewed:
| (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; | |
| (e) | The Prospectus (the “Prospectus”) constituting a part of the Registration Statement; and | |
| (f) | 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: 604.687.6314 www.cwilson.com |
| Some lawyers at Clark Wilson LLP practice through law corporations. |
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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 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