Exhibit 5.1
BUSSIN
&
BUSSIN
Barristers & Solicitors
181 University Avenue
Suite 1410
Toronto, Ontario
M5H 3M7
Tel: (416) 364-4925
Fax: (416) 868-1818
email: llbussin@pathcom.com
John J. Bussin, Q.C., ret.
Mitchell A. Bussin, B. Comm., L.L.B.
Bruce E. Bussin B.A., L.L.B.
James W. Bussin, B.A., L.L.B.
[GRAPHIC]
April 23, 2002
BY COURIER
The Buck A Day Company Inc.
465 Davis Drive - Suite 226
Newmarket, Ontario
L3Y 2P1
Dear Sirs:
At your request, we have examined Amendment No. 1 to the registration
statement on Form F-1 filed pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), by The Buck A Day Company Inc., a
corporation incorporated under the laws of the Province of Ontario (the
"Company"), with the United States Securities and Exchange Commission (the
"SEC") on April 29, 2002 (the "Registration Statement") relating to the
registration under the Securities Act of up to 29,622,974 common shares of the
Company without par value (collectively, the "Shares"), including authorized but
unissued Shares being offered by the Company. The Shares are to be sold to the
public as follows: (i) 3,000,000 by the Company on a self-underwritten basis;
(ii) 22,522,974 by the selling shareholders; and (iii) 3,900,000 underlying
warrants of the Company.
EXAMINATIONS
In connection with this opinion letter, we have examined the following:
(i) Resolutions of the directors of the Company as set out in Schedule "A"
attached hereto (collectively, the "Resolutions") and the Articles and Articles
of Amendment of the Corporation dated September 15, 1999 and February 1, 2002,
respectively, authorizing the issuance of the Shares; and
(ii) the Company's registration statement on Form F-1 (the "Initial
Registration Statement") filed on February 22, 2002, together with all
amendments thereto and the Registration Statement.
We have also examined such other records and documents provided to us and
such statutes, regulations and other public and corporate records of the Company
and considered such questions of law that are relevant and necessary for the
purposes of the opinions expressed below.
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RELIANCE AND ASSUMPTIONS
For the purposes of the opinion expressed below, we have relied upon the
Resolutions and have assumed:
(i) the genuineness of all signatures on each document that we have
examined;
(ii) the authenticity of all documents submitted to us as originals, the
conformity with the originals of all documents submitted to us as
copies, whether photostatic, telecopied or otherwise;
(iii) the legal power, capacity and authority of all natural persons
signing in their individual capacity; and
(iv) that the Resolutions continue to be in full force and effect and
unamended on the date hereof.
(v) We have assumed the genuineness of all signatures on all documents,
the authenticity of all documents submitted to us as originals and
the conformity to authentic or original documents of all documents
submitted to us as certified or photostatic copies or facsimiles;
(vi) We have assumed the statements made by government officials in
certificates provided by them are true and correct as at the time at
which they were made and continue to be true and correct from such
time to time of delivery of this opinion;
(vii) Where opinions are expressed herein based on state of our knowledge,
or upon matters of fact, such opinions are based solely upon an
inquiry of our active files for the Company as applicable and upon
the Company officers certifications to us, as applicable, in respect
of which we have made no independent inquiry or verification.
OPINION
Based and relying on the foregoing assumptions and subject to the following
qualification and limitation, we are of the opinion that, upon
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completion of the proceedings proposed by the Company, including the adoption of
appropriate resolutions by the board of directors:
1. The Shares to be offered and sold by the Company pursuant to the
Registration Statement have been duly allotted for issuance and, upon the
receipt of the consideration therefor, as applicable, will be validly issued and
outstanding as fully paid and non-assessable.
QUALIFICATION
The foregoing opinion is subject to the qualification that we are
solicitors qualified to practice law solely in the Province of Ontario and we
express no opinion as to any laws or any matters governed by any laws other than
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.
LIMITATION
This opinion is intended solely for the Company's use in connection with
the filing of the Registration Statement with the SEC and may not be relied upon
by any other person or in connection with any other transaction, or quoted from
or referred to in any other documents without our prior written consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement and any amendments thereto and further consent to the reference to our
firm set forth under the caption "Legal Matters" in the prospectus included in
the Registration Statement.
Yours truly,
BUSSIN & BUSSIN
/s/ Mitchell A. Bussin
Mitchell A. Bussin
MAB/lbl
encl.
Schedule "A"
THE BUCK A DAY COMPANY INC.
Dates of Directors Resolutions Authorizing the Issuance of Shares
No. Date of Resolution
- --------------------------------------------
1 18 November 1999
2 27 April 2000
3 2 August 2001
4 29 August 2001
5 29 August 2001
6 29 August 2001
7 29 August 2001
8 1 October 2001
9 24 December 2001
10 27 December 2001
11 27 December 2001
12 27 December 2001
13 27 December 2001
14 January 2002
15 15 February 2002
16 15 February 2002
17 15 February 2002
18 15 February 2002
19 15 February 2002