CANE & COMPANY, LLC Telephone: (702) 312-6255
Facsimile: (702) 312-6249
E-mail: telelaw@msn.com
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Affiliated with O'Neill Ritchie Taylor Law Corporation
of Vancouver, British Columbia, Canada 2300 West Sahara Avenue
Suite 500, Box 18
Las Vegas, NV 89102
__________________________
Michael A. Cane* Stephen F.X. O'Neill ** Gary R. Henrie+
Leslie L. Kapusianyk** Michael H. Taylor*** Preston R. Brewer++
Christine S. Beaman
May 9, 2002
Grayson Hand, President
LaSalle Resources, Inc.
1859 Spyglass Place, Suite 414
Vancouver, British Columbia, Canada
Re: LaSalle Resources, Inc., Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for LaSalle Resources, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the registration statement on
Form SB-2 (the "Registration Statement") to be 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 4,532,000 shares of the
Company's common stock.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement and the exhibits attached thereto dated May 7, 2002; (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;
*** Nevada and British Columbia Bars; +Utah Bar only; ++California Bar only
LaSalle Resources, Inc.
May 9, 2002
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