The Law Office of Timothy S. Orr, PLLC
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4328 West Hiawatha Drive, Suite B
Spokane, Washington 99208
Phone (509) 462-2926
Facsimile (509) 462-2929
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December 6, 2005
Eco Depot, Inc.
Nadine Sullivan, President
2311 West 16th, #83
Spokane, Washington 99224
Re: Opinion and Consent of Counsel with respect to Registration Statement on
Form SB-2 for Eco Depot, Inc.
Ladies and Gentleman:
We have been engaged as counsel to Eco Depot, Inc., a Nevada corporation (the
"Company"), for the purpose of supplying this opinion letter, which is to be
filed as an Exhibit to the Company's Registration Statement (the "Registration
Statement") for the proposed registration of 1,575,000 shares of common stock
par value $0.001 ["Share(s)"], previously sold to individual investors for
resale, and an additional 10,000,000 Shares to be offered to the public at an
offering price of $0.02 per Share.
We have in connection with the Company's request made ourselves familiar with
the corporate actions taken and proposed to be taken by the company in
connection with the proposed registration of Shares by existing stockholders and
authorization issuance and sale of the Shares by the Company and have made such
other legal factual inquiries as we have deemed necessary for the purpose of
rending this opinion.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as copies, the authenticity of the originals of such
copied documents, and except with respect to the Company, that all individual
executing and delivering such documents were duly authorized to do so.
Based on the forgoing and in reliance thereon, and subject to the qualification
and limitations set forth below, we are of the opinion that the Company is duly
organized in the State of Nevada, validly existing and in good standing as a
corporation under the laws of the State of Nevada. The 1,575,000 Shares being
registered for resale by existing stockholders are validly authorized and
issued, fully paid and non-assessable Shares of the Company in the control of
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The Law Office of Timothy S. Orr, PLLC
- --------------------------------------------------------------------------------
4328 West Hiawatha Drive, Suite B
Spokane, Washington 99208
Phone (509) 462-2926
Facsimile (509) 462-2929
--------------------
their present owners, and will remain fully paid when resold by those
stockholders. The 10,000,000 Shares offered by the Company to be issued have
been duly authorized and reserved and when issued upon payment will be validly
issued, fully paid and non-assessable.
This opinion is limited to the laws of the State of Nevada and federal law as in
effect on the date hereof, exclusive of state securities and blue-sky laws,
rules and regulations, and to all facts as they presently exist.
We hereby consent to the use of our name under the appropriate sections in the
Prospectus forming a part of the Registration Statement and to the filing of
this opinion as an Exhibit to the Registration Statement. In providing this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
General Rules and Regulations of the Security and Exchange Commission.
Very truly yours,
Timothy S. Orr
Attorney at Law
WSBA # 36256
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