Cindy Shy, P.C.
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A Professional Law Corporation
April 28, 2005
Board of Directors
Lions Petroleum Inc.
600 17th Street, Suite 2800
Denver, CO 80202
Re: Registration Statement on Form S-8
for Lions Petroleum Inc. filed on or about April 29, 2005
Members of the Board:
This firm has acted as counsel to Lions Petroleum Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a
registration statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement"). The Registration Statement relates to the
registration of 5,000,000 common shares, par value $0.0001 offered pursuant to
the Lions Petroleum Inc. 2005 Stock Incentive Plan For Employees And
Consultants (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-B promulgated under the Act.
In connection with this opinion, this firm has examined and is familiar with
originals or copies, certified or otherwise identified to its satisfaction,
of:
(i) the Articles of Incorporation and Bylaws of the Company, as
amended;
(ii) certain resolutions of the Board of Directors of the Company
relating to the issuance and registration of the shares;
(iii) a copy of the Plan; and
(iv) such other documents as this firm has deemed necessary or
appropriate as the basis for the opinions set forth below.
In such examination, this firm has assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to this firm as certified or photostatic copies, and the
authenticity of the originals of such latter documents. The Company has
represented that each recipient of the shares will be a natural person; will
have provided bona fide services to the Company and those services will not be
in connection with the offer or sale of securities in a "capital raising"
transaction, and each recipient will not directly or indirectly promote or
maintain a market for the Company's securities.
As to any facts material to this opinion which this firm did not independently
establish or verify, this firm has relied upon statements and representations
of officers and other representatives of the Company and others.
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2157 S. Lincoln Street, Suite 202 * Salt Lake City, Utah 84106
* (801)323-2392 * Fax (801) 364-5645
Based on and subject to the foregoing, this firm is of the opinion that the
5,000,000 common shares to be offered under the Registration Statement have
been duly authorized. The shares will be, when granted in accordance with the
provisions of the Plan, fully paid and non-assessable shares of the Company.
This opinion is expressly limited in scope to the shares described herein
which are to be expressly covered by the Registration Statement and does not
cover any subsequent issuances of any securities to be made in the future
pursuant to the Plan or other agreements. Any such transactions are required
to be included in a new registration statement or a post-effective amendment
to the Registration Statement, which will be required to include a revised or
a new opinion concerning the legality of the securities to be issued.
This firm hereby consents to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement and
consents to the reference to the firm of Cindy Shy, P.C. under the caption
"Interests of Named Experts and Counsel" of the Registration Statement. In
giving this consent, this firm does not thereby admit that it is included in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Commission.
/s/ Cindy Shy, P.C.
Cindy Shy, P.C.