CLETHA A. WALSTRAND
Attorney at Law
8 East Broadway, Suite 609
Salt Lake City, UT 84111
Office: 801-363-0890 Fax: 801-363-8512
cwalstrand@networld.com
October 14, 2003
The Board of Directors
Cal-Bay International, Inc.
1582 Parkway Loop, Suite G
Tustin, CA 92780
Gentlemen:
We have been retained by Cal-Bay International, Inc. (the "Company"), in
connection with the Registration Statement on Form SB-2 filed by the Company
with the Securities and Exchange Commission (the "Registration Statement")
relating to 10,000,000 shares of common stock, par value $0.001 per share. You
have requested that we render an opinion as to whether the common stock as
proposed to be issued on the terms set forth in the Registration Statement will
be validly issued, fully paid and non-assessable.
In connection with this engagement, we have examined the following:
1. the articles of incorporation of the Company;
2. the Registration Statement;
3. the bylaws of the Company; and
4. unanimous consents of the board of directors.
We have examined such other corporate records and documents and have made
such other examinations as we deemed relevant.
Based upon the above examination, we are of the opinion that the shares of
common stock proposed to be issued pursuant to the Registration Statement, are
validly authorized and, when issued in accordance with the terms set forth in
the Registration Statement, will be validly issued, fully paid, and
non-assessable.
We hereby consent to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement. We also
consent to the reproduction of this legality opinion as an exhibit to the
Registration Statement.
Sincerely yours,
/s/ Cletha A. Walstrand
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Cletha A. Walstrand
Attorney at Law