LEWIS KESSLER
&
KELSCH
------------------------
A Professional Corporation
April 18, 2005
Nicole Milkovich, President
Milk Bottle Cards, Inc.
2032 West 1st Ave, Vancouver
British Columbia, Canada, V6J 1G8
RE: Registration Statement on Form SB-2 Under the Securities Act of
1933 (the "Registration Statement"), of Milk Bottle Cards, Inc., 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 1,000,000 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.
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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. 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. Milk Bottle Cards, Inc. (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 at 2032 West 1st Ave, Vancouver, British Columbia,
Canada, V6J 1G8. The Articles of Incorporation and corporate
registration fees were submitted to the Nevada Secretary of State's
office and filed with the office on November 19, 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 move line up...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
1,000,000 shares of Common Stock for this offering. The Company's
Articles of Incorporation presently provide the authority to the
Company to issue 100,000,000 shares of Common Stock, $0.001 par value.
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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 duly authorized and validly issued,
fully paid and non-assessable when issued, as contemplated by the
Registration Statement.
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
By: Michael M. Kessler, Esq
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