EXHIBIT 5.1
FRASER AND COMPANY
Barristers and Solicitors
David K. Fraser
Richard D. Rabson
August 25, 2003 (1) David W. Smalley
Ravinder R.S. Uppal
Board of Directors (3) Ailin Wan
Stanford Management Ltd. (2) Barbara G. Wohl
Suite 420 - 625 Howe Street Kit H. Lui
Vancouver, British Columbia Simon M. Adams
V6C 2T6 (4) Bryon Byung-oh Lee
Attention: Glen MacDonald (1) Personal Law Corporation
(2) Also member of Ontario bar
(3) Also member of Massachusetts bar
(4) Also member of New York bar
Re: Registration Statement on Form SB-2, filed on August 25, 2003,
by Stanford Management Ltd. (the "Company")
We have been requested by the Company to provide a legal opinion in connection
with the registration under the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder (the "Securities Act"), and the
sale by the Company of a minimum of 250,000 shares and a maximum of 1,000,000
shares of the Company's stock, par value $0.001 per share (the "Common Stock" or
the "Shares").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
and (23) of Regulation S-B under the Securities Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement on Form SB-2 relating to the Shares as filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of August 25, 2003 (together with all exhibits thereto, the "Registration
Statement"), (ii) Certificate of Incorporation dated September 28, 1998 and the
Certificate of Renewal and Revival of Certificate of Incorporation dated May 16,
2002, (iii) the Bylaws of the Company in effect as of the date hereof, (iv)
resolutions of the Board of Directors of the Company relating to the issuance
and sale of the Shares, the filing of the Registration Statement, adopted at a
meeting on October 25, 2003, and (v) a specimen of the certificates representing
the Shares. We have also examined such other documents, certificates and
records as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
In rendering this opinion, we have relied upon our review of documentation
representing the transactions involving the transfer of shares and certain other
applicable documents pertaining to the status of the Company and its common
stock that were furnished to us by the Company. We have also received oral
representations made by certain officers and affiliates of the Company.
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Suite 1200-999 West Hastings St, Vancouver, B.C., V6C 2W2 Tel: (604) 669-5244
Fax: (604) 669-5791
-86-
FRASER and COMPANY
Page 2
August 25, 2003
Based upon and subject to the foregoing, we are of the opinion that the Shares
to be issued by the Company in the offering, described in the Registration
Statement filed on August 25, 2003, as amended form time to time, have been duly
and validly authorized for issuance, and, upon issuance and delivery of the
Shares, the Shares will be validly issued, fully paid and non-assessable, under
the laws of the State of Delaware including the statutory provisions, all
applicable provisions of the Delaware Constitution and reporting judicial
interpreting those laws.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.1 to the Registration Statement on Form SB-2, and its incorporation by
reference as an exhibit to the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or under the rules and
regulations of the Commission promulgated thereunder.
This opinion letter is rendered as of the date first written above. The
Partner's signature affixed to this opinion letter is admitted to practice
federal laws of the United States of America, to practice laws in the State of
Massachusetts and in the Province of British Columbia in Canada. This law firm
expressly disclaims any obligation to advise you of facts, circumstances, events
or developments with hereafter may be brought to our attention and which may
alter, affect or modify this opinion. This opinion is expressly limited to the
matters stated herein, and this law firm makes no opinion, express or implied,
as to any other matters relating to the Company and its securities.
Yours truly,
FRASER and COMPANY
/s/ "Ailin Wan"