Exhibit 5.1
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
August 1, 2008
Mr. Jeffrey Taylor
President/Director
Lake Forest Minerals, Inc.
711 South Carson Street, Suite 4
Carson City, Nevada 89701
RE: Opinion of Counsel for Registration Statement on Form S-1 Under the
Securities Act of 1933 (the"Registration Statement") of LAKE FOREST
MINERALS, INC., a Nevada corporation.
Dear Mr. Taylor:
The Law Office of Michael M. Kessler, P.C, (the "Firm"), has acted as special
counsel for Lake Forest Minerals, 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 3,000,000 shares (the
"Shares") of the common stock, par value $0.001 per share, of the Company
In our capacity as special counsel to the Company, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
following documents:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. The records of corporate proceedings relating to the issuance of the
Shares authorizing the offering.
4. Such other instruments and documents, if any, as we believe to be
necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of all
documents, certificates and records submitted to us as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to us as copies, and the authenticity and completeness of the originals of such
instruments. As to certain matters of fact relating to this opinion, we have
relied on the accuracy and truthfulness of certificates of officers of the
Company and on certificates of public officials, and have made such
investigations of law as we have believed necessary and relevant.
Michael M. Kessler, the principal of the firm is a licensed attorney. We do 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
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
3436 AMERICAN RIVER DRIVE, SUITE 11
SACRAMENTO, CALIFORNIA 95864
E-MAIL ADRESS: MKESSLER@MKESSLERLAW.COM
TELEPHONE (916) 239-4000
FACSIMILE (916) 239-4008
LAW OFFICE OF MICHAEL M. KESSLER, P.C.
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 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 we are of
the following opinion:
1. LAKE FOREST MINERALS, INC. (the "Company") is a duly and legally organized
and existing Nevada State Corporation, with its office and mailing address
located at 711 South Carson Street, Suite 4, Carson City, Nevada 89701. The
Articles of Incorporation and corporate registration fees were submitted to the
Nevada Secretary of State's office and filed with the office on June 23, 2008.
The Company's existence and form is valid and legal and active pursuant to the
representation above and from a review of the corporate filing information at
the Nevada Secretary of States Office as can be reviewed at the Nevada Secretary
of States Office web site whose address is
https://esos.state.nv.us/SOSServices/.
2. The Company is a fully and duly incorporated Nevada corporate entity. The
Company has one class of Common Stock at this time. The Articles of
Incorporation, Bylaws, and any amendments thereto, and any subsequent corporate
resolutions, do not 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 S-1 Registration Statement is likewise legal under the
laws of the State of Nevada.
3. To our 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. We
know 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. We know 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' consent resolution, dated June 30, 2008, the Company has
authorized the issuance of 3,000,000 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
$0.001 par value.
Based upon the foregoing, we are of the opinion that the shares being offered
for sale and issuable by the Company pursuant to this Registration Statement
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LAW OFFICE OF MICHAEL M. KESSLER, P.C.
will be duly authorized and validly issued, fully paid and non-assessable when
issued as contemplated by the registration statement.
The Firm does hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to this firm in the Registration
Statement. In giving this consent, I do not hereby admit that I 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 thereunder.
Yours truly,
/s/ Michael M. Kessler, Esq
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Law Office of Michael M. Kessler, P.C.
By: Michael M. Kessler, Esq
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