Exhibit 5
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
January 26, 2006
Mr. Douglas E. Ford
Sawadee Ventures, Inc.
#208-828 Harbourside Drive
North Vancouver, B.C. Canada V7P 3R9
RE: Opinion of Counsel for Registration Statement on Form SB-2 Under the
Securities Act of 1933 (the "Registration Statement") of Sawadee Ventures
Inc., a Nevada corporation.
Dear Mr. Ford:
The Law Office of Michael M. Kessler, P.C, (the "Firm"). has acted as special
counsel for Sawadee Ventures, Inc. a Nevada corporation (the "Company") for the
limited purpose of rendering this opinion in connection with the registration
(pursuant to the Registration Statement) of 18,000,000 shares (the "Shares") of
the common stock, par value $0.001 per share, of the Company.
In the Firm's capacity as special counsel to the Company, the Firm has examined
originals, or copies certified or otherwise identified to its satisfaction, of
the following documents:
1. Certificate of Incorporation of the Company, as amended (if any) to
date;
2. Bylaws of the Company, as amended (if any) 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 I have believed
necessary for the purpose of rendering the following opinion.
In such examinations, the Firm has assumed the authenticity and completeness of
all documents, certificates, and records submitted to me as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to me as copies, and the authenticity and completeness of the
originals of such instruments. As to certain matters of fact relating to this
opinion, the Firm has relied on the accuracy and truthfulness of certificates of
officers of the Company and on certificates of public officials, and has made
such investigations of law as the Firm believes to have been necessary and
relevant.
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
3436 AMERICAN RIVER DRIVE, SUITE 11
TELEPHONE (916) 239-4000
FACSIMILE (916) 239-4008
E-mail: mkessler@mkesslerlaw.com
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
The Firm does 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 other 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
the Firm is of the following opinion:
1. The Company is a duly and legally organized and existing Nevada State
Corporation, with its registered Nevada office located in Reno, Nevada and its
principal place of business located in North Vancouver, BC, Canada. The Articles
of Incorporation and corporate registration fees were submitted to the Nevada
Secretary of State's office and the Company is current in its corporate filings.
The Company's existence and form is valid and legal pursuant to the
representation above and the Firm's personal review of the records made
available to it and inquiry with the Secretary of State of Nevada through its
web site.
2. The Company has one class of Common Stock at this time. Neither the Articles
of Incorporation, the Bylaws, nor any 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 also legal under the laws of the
State of Nevada.
3. To the Firm's 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. The
Firm knows 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. The Firm knows of no claims
against the Company or any reputed claims against it at this time, other than as
set forth in the registration statement.
4. The Company's outstanding shares are all common shares. There is no
liquidation preference right held by the present Shareholder upon voluntary or
involuntary liquidation of the Company.
5. By directors' resolution, the Company has authorized the issuance of
18,000,000 shares of common stock for this offering. The Company's Articles of
Incorporation presently set the authorized capital stock of the Company at
75,000,000 shares designated as Common Stock, with a $0.001 par value.
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
Based upon the foregoing, the Firm is of the opinion that the shares being
offered for sale and issuable by the Company pursuant to the registration
statement will be duly authorized and validly issued, fully paid and
non-assessable when issued as contemplated by the registration statement.
The Firm hereby consents to the use of this opinion as an exhibit to the Form
SB-2 Registration Statement and to the references to the Firm in the
registration statement. In giving this consent, the Firm does not hereby admit
that it was 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 there under.
Yours truly,
/s/ Michael M. Kessler, Esq
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Law Office of Michael M. Kessler, P.C.
By: Michael M. Kessler, Esq