Exhibit 5.1
[LETTERHEAD OF CLARK WILSON LLP]
April 24, 2008
Easy Energy, Inc.
49 Ha'aroshet St., P.O. Box 6409
Karmiel 20100, Israel
Attention: Guy Ofir
Dear Sirs:
Re: Common Stock of Easy Energy, Inc. - Registration Statement on Form S-1
We have acted as special counsel for Easy Energy, Inc, a Nevada corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-1 (the "Registration Statement") to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, relating to the proposed resale by the selling security
holders named in the Registration Statement (the "Selling Stockholders") of up
to 20,638,273 shares of the Company's common stock (the "Registered Shares")
held by the Selling Stockholders of which 5,608,833 share are issued and
outstanding and 15,029,440 are issuable upon the exercise of outstanding
warrants.
Our opinion expressed herein is subject in all respects to the following
assumptions, limitations and qualifications:
(a) Our opinion is limited to the laws of the State of Nevada and the
federal laws of the United States of America applicable thereto;
(b) We have assumed that the signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are
authentic and that all documents submitted to us as copies or as
facsimiles of copies or originals, conform with the originals, which
assumptions we have not independently verified.
In connection with this opinion, we have examined the following documents:
(a) Corporate Charter and Articles of the Company;
(b) By-Laws of the Company;
(c) Resolutions adopted by the Board of Directors of the Company
pertaining to the Registered Shares;
(d) The Registration Statement; and
(e) The Prospectus/Information Statement (the "Prospectus") constituting a
part of the Registration Statement.
In addition, we have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions hereinafter expressed.
Based upon the foregoing and the examination of such legal authorities as
we have deemed relevant, and subject to the qualifications and further
assumptions set forth below, we are of the opinion that the Registered Shares
are, or will be upon the valid exercise of the warrants in accordance with their
terms, validly issued, fully paid and non-assessable shares in the Company's
common stock.
We are familiar with the Nevada Revised Statutes, the applicable provisions
of the Nevada Constitution and reported judicial decisions interpreting these
laws, and we have made such inquiries with respect thereto as we consider
necessary to render this opinion with respect to a Nevada corporation. This
opinion letter is opining upon and is limited to the current federal laws of the
United States and, as set forth above, Nevada law, including the statutory
provisions, all applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws, as such laws presently exist and to
the facts as they presently exist. We express no opinion with respect to the
effect or applicability of the laws of any other jurisdiction. We assume no
obligation to revise or supplement this opinion letter should the laws of such
jurisdiction be changed after the date hereof by legislative action, judicial
decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name in the Prospectus
constituting part of the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the General Rules and
Regulations of the Securities and Exchange Commission.
Yours truly,
CLARK WILSON LLP
/s/ Clark Wilson LLP
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cc: Securities and Exchange Commission