Exhibit 5.1 February 11, 2003
Guardian Biotechnologies Inc.
110 Gymnasium Place
Saskatoon, Saskatchewan
S7N 0W9
Dear Sirs and Madams,
RE: OPINION LETTER REGARDING STOCK ISSUANCES
We have been requested to provide this opinion regarding the stock
issuances of Guardian Biotechnologies Inc. (the "Corporation") since its date of
incorporation dated August 20, 2002.
In this regard, we have reviewed and are familiar with and have relied
upon, to the extent necessary:
(a) all currently effective Articles (as such term is defined in the
Canadian Business Corporations Act) and by-laws of the Corporation;
(b) certified copies of resolutions of the board of directors of the
Corporation approving, among other things acceptance of all
subscription agreements, shares issuances and proposed stock offering;
and
(c) such other corporate documents, records, rulings, orders, reports,
certificates and instruments as we have considered appropriate.
In our examination, we have assumed 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 on oral or written statements and
representations of officers and other representatives of the Corporation and
others.
We have not reviewed or provided an opinion regarding securities
matters in Canada, United States or Korea which may apply. Our opinion
pertains only to applicable corporate law matters governed by the laws of the
Province of British Columbia and Canada, and we do not express any opinion as to
the laws of any other jurisdiction or any other applicable law or regulation.
Based on and subject to the foregoing, we are of the opinion that:
1. The authorized capital of the Corporation consists of an unlimited
number of common shares of which 8,200,000 are issued and outstanding as fully
paid and non-assessable shares.
2. All requisite corporate action has been taken by the board of
directors of the Corporation to allot and issue the 8,200,000 common shares
issued as of the date hereof.
3. All requisite corporate action has been taken by the board of
directors of the Corporation to allot and issue 5,000,000 additional common
shares, when sold and issued in accordance with the Registration Statement filed
by the Corporation, will be validly issued, fully paid, and non-assessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement filed by the Corporation. 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 of 1933 or under the
rules and regulations of the Commission promulgated thereunder.
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement filed by the Corporation.
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 Corporation or its securities.
Yours Truly,
VENTURE LAW CORPORATION
/s/ Alixe B. Cormick /s/
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Per:
Alixe B. Cormick