LEWIS KESSLER
&
KELSCH
------------------
A Professional Corporation
December 8, 2004
Dr. Anchana Chayatana, President
Lam Liang Corporation
#2202 The Lakes
123 Rachidapisek Road
Bangkok 10110 Thailand
Registration Statement on Form SB-2 Under the Securities Act of 1933 (the
"Registration Statement"), of Lam Liang Corporation., a Nevada corporation
(the "Company")
Gentlemen:
We have acted as special counsel for the Company for the limited purpose of
rendering this opinion in connection with the registration (pursuant to the
Registration Statement) of the 1,100,000 shares (the "Shares") of the
common stock, par value $0.001 per share, of the Company.
In our capacity as special counsel to the Company, we have examined
originals, or copies certified or otherwise identified to our satisfaction,
of the following documents:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The records of corporate proceedings relating to the issuance of the
Shares and authorizing the offering.
4. Such other instruments and documents, if any, as we have believed to
necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of
all documents, certificates and records submitted to us as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to us as copies, and the authenticity and completeness of
the originals of such instruments. As to certain matters of fact relating
to this opinion, we have relied on the accuracy and truthfulness of
certificates of officers of the Company and on certificates of public
officials, and have made such investigations of law as we have believed
necessary and relevant.
We are attorneys licensed to practice in the State of California. We do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Nevada (the "NVCL"), all applicable
provisions of the State of Nevada Constitution and all reported judicial
decisions interpreting those laws as well as U.S. federal securities law. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction. The Securities may be issued from time to time on a delayed
or continuous basis, but this opinion is limited to the laws, including the
rules and regulations thereunder, as in effect on the date hereof. Based on
the following we are of the following opinion:
1. Lam Liang Corporation. (the "Company") is a duly and legally organized
and existing Nevada state corporation, with its registered office located
in Carson City, Nevada and its principal place of business located in
Bangkok, Thailand. The Articles of Incorporation and corporate registration
fees were submitted to the Nevada Secretary of State's office and filed with
the office on October 12, 2004. The Company's existence and form is valid
and legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. Neither the Articles of
Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions
change the non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in legal form
and in compliance with the laws of the State of Nevada, and when such stock
was issued it was fully paid for and non-assessable. The common stock to be
sold under this Form SB-2 Registration Statement is likewise legal under the
laws of the State of Nevada.
3. To our knowledge, the Company is not a party to any legal proceedings nor
are there any judgments against the Company, nor are there any actions or
suits filed or threatened against it or its officers and directors, in their
capacities as such, other than as set forth in the registration statement.
We know of no disputes involving the Company and the Company has no claim,
actions or inquires from any federal, state or other government agency, other
than as set forth in the registration statement. We know of no claims against
the Company or any reputed claims against it at this time, other than as set
forth in the registration statement.
4. The Company's outstanding shares are all common shares. There are no
liquidation preference rights held by any of the Shareholders upon
voluntary or involuntary liquidation of the Company.
5. By directors' resolution, the Company has authorized the issuance of
1,100,000 shares of common stock for this offering. The Company's
Articles of Incorporation presently provide the authority to the Company
to issue 75,000,000 shares of Common Stock, $0.001 par value.
Based upon the foregoing, we are of the opinion that the shares being
offered for sale and issuable by the Company pursuant to this Registration
Statement will be validly issued, fully paid and nonassessable.
We do hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the
Registration Statement. In giving this consent, we do not hereby admit
that we are acting within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder.
Yours truly,
/s/ Michael M. Kessler
LEWIS, KESSLER & KELSCH,
a Professional Corporation