EXHIBIT 11.1


                           OPINION REGARDING LEGALITY








<page>


                      DILL DILL CARR STONBRAKER & HUTCHINGS
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

Daniel W. Carr                                         Fay M. Matsukage*
John J. Coates                                         Adam P. Stapen
Kevin M. Coates                                        Jon Stonbraker
H. Alan Dill                                           Craig A. Stoner
Robert A. Dill                                         Felicity R. Tompkins
Thomas M. Dunn                                         Patrick D. Tooley
John A. Hutchings                                          __________
Stephen M. Lee                                         * Also licensed in Nevada



January 10, 2003


Brinx Resources Ltd.
4519 Woodgreen Drive
West Vancouver, BC V7S 2T8 Canada

RE:      REGISTRATION STATEMENT ON FORM SB-1

Ladies and Gentlemen:

We have examined the Registration Statement on Form SB-1 to be filed by you with
the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 5,500,000 shares of common stock, par
value $0.001 per share (the "Shares") of Brinx Resources Ltd. All of the Shares
are issued and outstanding and may be offered for sale for the benefit of the
selling stockholder named in the Registration Statement. We understand that the
Shares are to be sold from time to time at prevailing prices or as otherwise
described in the Registration Statement.

We have also examined the proceedings taken by you in connection with the
issuance of the Shares.

On the basis of such examination, we are of the opinion that the Shares have
been validly authorized and issued as fully paid and nonassessable shares of
common stock of Brinx Resources Ltd.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name in the Registration
Statement, including the Prospectus constituting a part thereof, in the section
captioned "Legal Matters."

Sincerely,

/s/ Dill Dill Carr Stonbraker & Hutchings, P.C.

Dill Dill Carr Stonbraker & Hutchings, P.C.


================================================================================
             455 SHERMAN STREET, SUITE 300 / DENVER, COLORADO 80203
                       FAX (303) 777-3823 / (303) 777-3737
                            E-mail: dillndill@aol.com