Cane & Company, LLC Affiliated with O'Neill Ritchie Taylor Law Corporation of Vancouver, British Columbia, Canada Michael A. Cane* Stephen F.X. O'Neill** ____________________ Leslie L. Kapusianyk** Michael H. Taylor** Preston R. Brewer*** Telephone: (702) 312-6255 Facsimile: (702) 312-6249 E-mail: telelaw@msn.com 2300 West Sahara Avenue Suite 500 Las Vegas, Nevada 89102 September 15, 2000 First Cypress Technologies, Inc. #3362 - 349 West Georgia Street Vancouver, British Columbia V6B 3Y3 Attention: Robert Rosner, President Re: First Cypress Technologies, Inc. Registration Statement on Form SB-2 Dear Mr. Rosner: We have acted as counsel for First Cypress Technologies, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of certain shares of the Company's common stock. In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement, Prospectus and the exhibits attached thereto dated September 15, 2000; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinion hereinafter expressed. Based upon the foregoing, we are of the opinion that the common stock to be sold by the selling shareholders is validly issued, fully paid and non-assessable. This opinion is based on Nevada general corporate law. Very truly yours, CANE AND COMPANY, LLC /s/ Michael A. Cane _____________________________ Michael A. Cane, attorney and Managing Member *Licensed Nevada, California, Washington and Hawaii State Bars ** British Columbia Bar only; ***California Bar only First Cypress Technologies, Inc. September 15, 2000 Page 2 We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to all references to this Firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, CANE AND COMPANY, LLC /s/ Michael A. Cane _____________________________ Michael A. Cane, attorney and Managing Member 2