EXHIBIT 5.0 AND 23.1


                       THE LAW OFFICE OF STEPHEN E. ROUNDS
                           4635 EAST EIGHTEENTH AVENUE
                           DENVER, COLORADO USA 80220
                       TEL. 303.377.6997 FAX 303.377.0231
                               SERCOUNSEL@MSN.COM
                           ADMIN. OFFICE 307.856.2467
                                 SRA@WYOMING.COM

                                  April 4, 2002

Can-Cal Resources Ltd.
8221 Cretan Blue Lane
Las Vegas, Nevada 89128

Re:  Registration Statement on Form SB-2
     SEC File No. 333-72252

Gentl3emen:

     Can-Cal Resources Ltd. ("Company") has filed a registration statement for
the offer and sale of up to 5,120,947 shares of Common Stock, including 720,947
shares issued and outstanding, 200,000 shares to be issued as payment for
services, up to 4,000,000 which may be purchased by companies who are providers
of an equity line of credit established under an Investment Agreement, and
200,000 shares underlying options to purchase Common Stock. We have acted as
counsel to the Company in connection with the preparation and filing of the
registration statement.

     Our opinion and consent is required in connection with such registration
statement. Such opinion and consent are to be filed as separate exhibits to the
pre-effective amendment no. 2 to the registration statement.

                               DOCUMENTS REVIEWED

     I have examined originals, certified copies or other copies identified to
my satisfaction, of the following:

     1.   Articles of Incorporation of the Company.

     2.   Amendment to the Articles of Incorporation.

     2.   Bylaws of the Company.

     3.   All exhibits listed in Part II of the registration statement on Form
          SB-2.

     4.   Part I of the registration statement.

     5.   Other documents as appropriate under the circumstances.






Can-Cal Resources Ltd.
April 4, 2002
Page -2-




     I have also consulted with officers and representatives of the Company, and
received such representations and assurances concerning the exhibits described
in paragraph 3 and the registration statement described in paragraph 4, as
necessary under the circumstances. Although we have not undertaken independent
verification of the matters covered by this paragraph, we have no reason to
believe that the representations and assurances received are materially
inaccurate or false.

                                     OPINION

     The following opinion is subject to compliance by the Company with
applicable state securities laws, to declaration of effectiveness of the
Company's registration statement, and to the last sentence of this paragraph.
Based on review of the documents listed above, it is our opinion that the shares
of common stock to be offered and sold by the Company will be duly authorized
and validly issued, fully paid and non-assessable shares of the common stock of
the Company.

     No opinion is expressed, and none shall be inferred to be expressed, with
respect to the financial statements contained in the registration statement.

     We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to all references to our firm included in or made a
part of the registration statement.

                                            Yours Sincerely,

                                                /s/   Stephen E. Rounds