MORTON & COMPANY Suite 1200 - 750 West Pender Street
CORPORATE AND SECURITIES LAWYERS Vancouver, British Columbia V6C 2T8
A Partnership of Law Corporations Website: http://www.mortonandco.com
Telephone: (604) 681-1194
Facsimile: (604) 681-9652
Voice Mail Ext: 235
EMail: elm@mortonandco.com
Our File No.: 4147.000
November 22, 2004
American Goldrush Corporation
1155 West Pender Street, Suite 708
Vancouver, BC V6E 2P4
Dear Sirs:
RE: AMERICAN GOLDRUSH CORPORATION
OFFERING OF UP TO 38,057,350 COMMON SHARES
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We have acted as Canadian counsel to American Goldrush Corporation (the
"Company") for the purposes of rendering this opinion required pursuant to item
601(b)(5) of Regulation S-B under the United States SECURITIES ACT OF 1933, as
amended (the "Act") in connection with the registration under the Act, of (i)
9,557,350 common shares of the Company without par value (the "Shares"), and
(ii) 28,500,000 common shares of the Company without par value, issuable upon
the exercise of 9,500,000 Series A, 9,500,000 Series B and 9,500,000 Series C
warrants issued by the Company (the "Warrant Shares").
We have made, or caused to be made, such searches and investigations, considered
such matters of law and reviewed such other documents and instruments as we have
considered relevant and necessary for the purpose of this opinion.
We have assumed:
(a) the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original
documents of all documents submitted to us as certified or conformed
copies or as photostatic copies, facsimile transmissions or electronic
correspondence;
(b) the due and valid execution and delivery of all agreements by the
parties thereto, other than the Company, as legal, valid and binding
obligations of those parties;
(c) the accuracy and completeness of the records maintained by the Company
and any office of public record and of all representations, statements
and other matters of fact set out or referred to in certificates or
documents received from the Company, its officers and directors and
such offices of public record; and
(d) the accuracy of the result of any printed or electronic search of any
office of public record and that the information contained therein
continues to be accurate as of the date hereof.
We have not undertaken any independent investigations to verify the accuracy or
completeness of these assumptions. As to the various questions of fact relevant
to this opinion, information with respect to which is in the possession of the
Company and not otherwise provided to us, we have relied upon certificates,
reports or representations of or by an officer or officers of the Company, as
the case may be.
We have made no investigation of the laws of any jurisdiction other than, and
the opinions hereinafter expressed are confined to, the laws of the Province of
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British Columbia (the "Province") and the federal laws of Canada applicable in
the Province (the "Laws"). The opinions expressed herein are given on the basis
of the Laws as they exist on the date hereof. We assume no responsibility to
update our opinions if the Laws are, subsequent to the date hereof, amended,
revoked, revised or supplemented in any way which impacts on the opinions
contained herein.
Based upon and relying upon the foregoing, we are of the opinion that:
1. The Shares are duly authorized and validly issued as fully paid and
non-assessable.
2. The Warrant Shares have been duly authorized, and upon due exercise of
the Warrants in accordance with their terms and receipt by the Company
of full payment for the Warrant Shares, the Warrant Shares will be
validly issued as fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Registration Statement filed
with the Commission in connection with the Offering. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Yours truly,
MORTON & COMPANY
Per: /s/ Edward L. Mayerhofer
Edward L. Mayerhofer