EXHIBIT 5.4
[LETTERHEAD OF KAVINOKY COOK LLP]
August 30, 2006
Yukon Gold Corporation, Inc.
55 York Street
Suite 401
Toronto, Ontario M5J 1R7 Canada
Gentlemen:
We have acted as counsel to Yukon Gold Corporation, Inc., a Delaware
corporation (the "Company"), in connection with the registration of shares of
its common stock on behalf of certain selling shareholders identified in the
registration statement of the Company on Form SB-2 (the "Registration
Statement").
The opinions set forth in this letter, whether or not qualified by the
phrase "to our knowledge," are subject to the following qualifications,
limitations and exceptions, and are based solely on our review, as submitted to
us, of the following:
A. The following certificates and organizational documents of the Company:
1. Certificate of Incorporation of the Company dated May 31,
2000, with filing receipt issued by the Delaware Secretary of
State dated May 31, 2000, under the name "RealDarts
International, Inc.";
2. A Certificate of Amendment of the Certificate of Incorporation
of the Company dated August 3, 2000, filed on August 4, 2000
with the Delaware Secretary of State, which changed the name
of the Company to "Optima 2000, Inc.";
3. A Certificate of Amendment of the Certificate of Incorporation
of the Company dated August 28, 2000, filed on August 29,
2000, which changed the name of the Company to "Optima
International, Inc.";
4. A Certificate of Amendment of the Certificate of Incorporation
of the Company dated August 28,2000, filed with the Delaware
Secretary of State on September 27, 2000, which changed the
name of the Company to "Optima Global Corporation";
5. A Certificate of Merger dated February 2, 2001 and filed with
the Delaware Secretary of State on February 5, 2001, in which
the Company is the surviving corporation;
6. Articles of Merger filed with the Florida Secretary of State
dated February 5, 2001 together with the Plan of Merger
annexed thereto, in which the Company is the surviving
corporation;
7. A Certificate of Amendment of the Certificate of Incorporation
of the Company dated November 20, 2002, filed with the
Delaware Secretary of State on November 27, 2002, changing the
name of the Company to "Take-4, Inc.";
8. A Certificate for Renewal and Revival of Charter of the
Company, dated October 29, 2003 and filed with the Delaware
Secretary of State on October 29, 2003;
9. A Certificate of Amendment of the Certificate of Incorporation
of the Company dated October 27, 2003, filed with the Delaware
Secretary of State on October 29, 2003, changing the name of
the Company to "Yukon Gold Corporation, Inc.";
10. By-Laws of the Company adopted as of February 2, 2002;
11. The Certificate of the Secretary of State of Delaware dated
May 14, 2004, certifying that the Company is a corporation in
good standing; and
12. The Minute Book of the Company as submitted to us by the
Company.
B. An officer's certificate of the Secretary/Treasurer of the Company (the
"Officer's Certificate") attached hereto as Exhibit A.
C. Such review of published sources of law as we have deemed necessary
based solely upon our review of the items listed in subparagraphs A and B above
(such items being the "Reviewed Documents").
Other than our review of the Reviewed Documents and those files in our
offices relative to matters with respect to which we have represented or
represent the Company, we have made no inquiry or other investigation as to any
factual matter.
We have assumed without any inquiry or other investigation (a) the legal
capacity of each natural person, (b) the payment of all required filing or
recording fees and taxes, (c) the genuineness of each signature (including
signatures on facsimile copies), the completeness of each document submitted to
us, the authenticity of each document submitted to us as an original, the
conformity to the original of each document submitted to us as a copy and the
authenticity of the original of each document submitted to us as a copy, (d) the
truthfulness of each representation, warranty, certification or statement as to
any factual matter contained in any of the Reviewed Documents, and (e) the
accuracy on the date of this letter of the Officer's Certificate.
We are members of the Bar of the State of New York and the opinions
expressed herein concern only such provisions of the General Corporation Law of
the State of Delaware, as currently in effect, including statutory provisions,
all applicable provisions of the Delaware Constitution, as currently in effect,
and reported judicial decisions interpreting those laws, as currently in effect.
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Subject to the qualifications, limitations and exceptions set forth in
this letter, it is our opinion that:
1. The Company is a corporation duly formed and validly existing under the
laws of the State of Delaware.
2. The common shares of the Company covered by the Registration Statement
of the Company, to which this letter is an exhibit, have been duly authorized
and validly issued by the Company and are fully paid and non-assessable.
Very truly yours,
KAVINOKY COOK LLP
By: /s/Jonathan H. Gardner
Jonathan H. Gardner
For the Firm
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Exhibit A
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OFFICER'S CERTIFICATE
I, Stafford Kelley, do hereby certify that I am the duly elected,
qualified and acting Secretary/Treasurer of Yukon Gold Corporation, Inc., a
Delaware corporation (the "Company"). This Certificate is provided in connection
with opinions (the "Opinions") to be rendered by Kavinoky Cook LLP, in
connection with the registration of certain of the Company's common shares
pursuant to the Registration Statement. The information contained in this
Certificate concerns the status of factual matters through the date of this
Certificate. The statements made herein to Kavinoky Cook LLP are made with the
understanding and intention that they will rely upon the information and
representations contained in this Certificate in rendering the Opinions.
Capitalized terms used in this Certificate and not otherwise defined herein
shall have the respective meanings given them in the opinion letter of Kavinoky
Cook LLP to which this Officer's Certificate shall be annexed as an Exhibit. The
undersigned hereby certifies to Kavinoky Cook LLP as follows:
1. The Minute Book of the Company provided to Kavinoky Cook, LLP for
review is accurate and complete.
IN WITNESS WHEREOF, the undersigned has executed this certificate and
caused it to be delivered this 30th day of August, 2006.
/s/ Lisa Lacroix
Lisa Lacroix, Secretary
Secretary, Yukon Gold Corporation, Inc.
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