EXHIBIT 5.1
May 5, 2006
Chilco River Holdings Inc.
595 Howe Street, Suite 206
Vancouver, British Columbia, Canada, V6C 2T5
Re: Common Stock of Chilco River Holdings Inc.
Registered on Form SB-2/A Pre-Effective Amendment No. 2
Gentlemen:
We have acted as special Nevada counsel to Chilco River Holdings Inc. (the
"Company"), a Nevada corporation, in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act") of 6,481,334 shares of
the Company's Common Stock (the "Shares"), as further described in a
registration statement on Form SB-2/A Pre-Effective Amendment No. 2,
Registration Statement No. 333-131946, filed under the Securities Act (the
"Registration Statement") on May 5, 2006.
In connection with this opinion, we have examined the following documents:
A. Articles of Incorporation of the Company, as amended to date, on file
with the Nevada Secretary of State;
B. Bylaws of the Company, as amended to date;
C. Resolutions adopted by the Board of Directors of the Company
pertaining to the Shares;
D. The Registration Statement; and
E. The Prospectus/Information Statement constituting a part of the
Registration Statement.
F. Certificate of Tom Liu, the Chief Executive Officer of the Company,
certifying copies of certain documents and resolutions, certifying as
to certain other matters and dated May 5, 2006.
In addition, we have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed.
As to certain questions of fact, we have relied, without further
investigation, upon certificates of governmental authorities and of officers of
the Company. Additionally, we have
Chilco River Holdings Inc.
May 5, 2006
Page 2
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.
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 Shares to which the
Registration Statement and Prospectus relate are, or will be upon exercise of
the warrants, validly issued, duly authorized, fully paid and non-assessable
under the laws of the State of Nevada.
The foregoing opinions are limited to the matters expressly set forth
herein and no opinion may be implied or inferred beyond the matters expressly
stated. We disclaim any obligation to update this letter for events occurring
after the date of this letter, or as a result of knowledge acquired by us after
that date, including changes in any of the statutory or decisional law after the
date of this letter. We are members of the bar of the State of Nevada. We
express no opinion as to the effect and application of any United States federal
law, rule or regulation or any securities or blue sky laws of any state,
including the State of Nevada. We are not opining on, and assume no
responsibility as to, the applicability to or the effect on any of the matters
covered herein of the laws of any other jurisdiction, other than the laws of
Nevada, including statutory provisions (except to the extent specifically
limited herein), applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws, as presently in effect.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Prospectus
constituting a part of such Registration Statement under the heading "Legal
Matters."
Very truly yours,
WOODBURN and WEDGE
By: /s/ John P. Fowler
------------------------------------------
John P. Fowler
JPF:bm