EXHIBIT 23.2
LEGAL & COMPLIANCE, LLC
LAURA ANTHONY, ESQUIRE
STUART REED, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM
DIRECT E-MAIL:
LAURAANTHONYPA@AOL.COM
May 2, 2006
Board of Directors
I-Element Corporation
17194 Preston Road
Suite 102
PMB 341
Dallas, TX 75248
Re: Registration Statement on Form SB-2
Dear Board Members:
We have acted as counsel to I-Element Corporation, a Nevada corporation (the
"Company"), in connection with the registration under the Securities Act of 1933
(the "Securities Act"), of 112,700,329 shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), as described below. A
registration statement on Form SB-2 has been filed with the Securities and
Exchange Commission (file no. 333-131451) on or about January 31, 2006 (the
"Registration Statement").
The Registration Statement seeks the registration of 112,700,329 shares of the
Common Stock (the "Registered Shares"). The Registered Shares are to be offered
to the public by the Selling Stockholders without the use of any underwriters.
The Registered Shares include 82,212,048 shares of common stock which are issued
and outstanding and an additional 30,488,281 shares of common stock issuable
upon the exercise of warrants.
In connection with rendering this opinion we have examined executed copies of
the Registration Statement and all exhibits thereto. We have also examined and
relied upon the original, or copies certified to my satisfaction, of (i) the
Articles of Incorporation, Amendments thereto and the By-laws of the Company,
(ii) minutes and records of the corporate proceedings of the Company with
respect to the issuance of the Registered Shares and related matters, and (iii)
such other agreements and instruments relating to the Company as we deemed
necessary or appropriate for purposes of the opinion expressed herein. In
rendering such opinion, we have made such further investigation and inquiries
relevant to the transactions contemplated by the Registration Statement as we
have deemed necessary for the opinion expressed herein, and we have relied, to
330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
PHONE: 561-514-0936 o FAX 561-514-0832
OFFICES IN WEST PALM BEACH AND MIAMI BEACH
Board of Directors
I-Element Corporation
May 2, 2006
the extent we deemed reasonable, on certificates and certain other information
provided to me by officers of the Company and public officials as to matters of
fact of which the maker of such certificate or the person providing such other
information had knowledge.
Furthermore, in rendering my opinion, we have assumed that the signatures on all
documents examined by me are genuine, that all documents and corporate record
books submitted to me as originals are accurate and complete, and that all
documents submitted to me are true, correct and complete copies of the originals
thereof.
Based upon the foregoing, we are of the opinion that the Registered Shares have
each been duly authorized for issuance and sale, and when sold and issued
against payment therefor as contemplated by the Registration Statement, will be
validly issued, fully paid and non-assessable under the laws of the State of
Nevada, including statutory provisions, all applicable provisions of the Nevada
Constitution and reporting judicial decisions interpreting those laws.
We hereby consent to the reference to my name in the Registration Statement and
the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Legal & Compliance, LLC
By: /s/ Laura Anthony
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Laura Anthony, President
330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
PHONE: 561-514-0936 o FAX 561-514-0832
OFFICES IN WEST PALM BEACH AND MIAMI BEACH