Exhibit 5
OPINION AS TO LEGALITY
JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net
March 3, 2008
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
Re: Wolfe Creek Mining, Inc. (the "Company")
Ladies and Gentlemen:
As counsel for the Company, I have examined the Company's certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion, including but not limited to, Delaware law including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting those laws. In my examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, and conformity with the originals of all documents submitted
to me as copies thereof. In addition, I have made such other examinations of law
and fact, as I have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
I have also, as counsel for the Company, examined the Registration Statement
(the "Registration Statement") of your Company on Form S-1, covering the
registration under the Securities Act of 1933 of 1,000,000 shares (the "Offering
Shares") of the Company's common stock (the Common Stock") to be offered by the
Company on a self-underwritten, all or none basis.
My review has also included the form of prospectus for the issuance of such
securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly authorized and validly existing and
in good standing under the laws of the State of Delaware, with
corporate power to conduct its business as described in the
Registration Statement.
2. The Company has an authorized capitalization of 75,000,000 shares of
Common Stock, $0.001 par value and 25,000,000 shares of Preferred
Stock, .001 par value per share. No preferred shares have been issued.
3. The shares of Common Stock currently issued and outstanding are duly
and validly issued as fully paid and non-assessable, pursuant to the
corporate laws of the State of Delaware.
4. I am of the opinion that all of the Offering Shares are validly
issued, fully paid and non-assessable pursuant to the corporate law of
the State of Delaware (Chapter 78A of the Delaware Revised Statutes).
This opinion includes my opinion on Delaware law including the Delaware
Constitution, all applicable provisions of Delaware statutes, and reported
judicial decisions interpreting those laws.
This opinion letter is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby consent
to the use of my opinion as herein set forth as an exhibit to the Registration
Statement and to the use of my name under the caption "Interest of Named Experts
and Counsel" in the prospectus forming a part of the Registration Statement. In
giving this consent, I do not hereby admit that I come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the SEC promulgated thereunder or Item 509 of
Regulation S-K.
Very truly yours,
/s/ Joseph I. Emas
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JOSEPH I. EMAS, ESQUIRE