LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
1100 BANK OF AMERICA PLAZA
50 WEST LIBERTY STREET
RENO, NEVADA 89501
(775) 788-8666
FAX(775)788-8682
Isc@lionelsawyer.com
www.lionelsawyer.com
May 10, 2007
Aspen Racing Stables 211 Misty Morning
Drive Calgary, Alberta T3Z 2Z8
Re: Registration of Common Stock of Aspen Racing Stables
Ladies and Gentlemen:
We are acting as special Nevada counsel for Aspen Racing Stables, a Nevada
corporation (the "Company"), in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "Act"), of shares of Common
Stock, par value $0.001 per share, of the Company (the "Common Stock"), to be
offered to the public under a Registration Statement on Form SB-2, relating to
such offering (the "Registration Statement"). We have not reviewed and express
no opinion as to any instrument or document incorporated by reference in the
Registration Statement
We have examined originals or copies of each of the documents listed below:
1. The Articles of Incorporation of the Company;
2. The Bylaws of the Company;
3. Unanimous Written Consent of the Board of Directors of the Company, dated
as of the 1st day of March, 2007, relating, among other things, to the
authorization of the registration and issuance of the Common Stock (the
"Resolutions"); and,
4. The Registration Statement.
We have examined originals or copies of such other corporate records,
certificates of corporate officers and public officials and other agreements and
documents as we have deemed
LIONEL SAWYER 8 COLLINS
ATTORNEYS AT LAW
Aspen Racing Stables May 10, 2007
Page 2
necessary or advisable for purposes of this opinion letter. We have relied upon
the certificates of all public officials and corporate officers with respect to
the accuracy of all factual matters contained therein. In giving the following
opinion, we have assumed that the issuance of the Common Stock will not exceed
the authorized capital of the Company.
Based upon the foregoing, and subject to the following, it is our opinion
that, when (a) the Registration Statement has become effective under the Act;
and, (b) the Common Stock has been issued, delivered and paid for in accordance
with the terms of the Resolutions, the Common Stock will be validly issued,
fully paid and nonassessable.
The opinions expressed above are limited to the laws of the State of
Nevada, including reported judicial decisions. This Opinion Letter is intended
solely for use by the addressee in connection with the registration and offering
of the Common Stock as described in the Registration Statement and resales of
the Common Stock, and it may not be reproduced or filed publicly, without the
written consent of this firm; provided however, we hereby consent to the filing
of this Opinion Letter as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we are in a category of persons whose
consent is required pursuant to Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ LIONEL SAWYER & COLLINS
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LIONEL SAWYER & COLLINS
BSP/Aapen Racing Stables/FINAL LSC Opinion.051007.doc