Exhibit 5.1
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (telephone)
303.988.6954 (facsimile)
email: ddalmy@earthlink.net
September 10, 2008
Mr. Donald R. Gardner
President/Chief Executive Officer
Silver Bay Resources Inc.
204 West Spear Street
Carson City NV 89703
Re: Silver Bay Resources Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special legal counsel for Silver Bay Resources Inc., a Nevada
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-1 (the "Registration Statement"), filed with
the Securities and Exchange Commission on the date hereof. The Registration
Statement relates to the registration of an aggregate of 10,000,000 shares of
common stock of the Company (the "Common Stock") under the Securities Act of
1933, as amended (the "Securities Act"), for resale by the selling shareholder
as named in the Registration Statement (the "Selling Shareholder").
Silver Bay Resources, Inc.
Page Two
September 10, 2008
In connection with this opinion, I have made such investigations and examined
such records, including: (i) the Registration Statement; (ii) the Company's
Articles of Incorporation, as amended: (iii) the Company's Bylaws; (iv) certain
records of the Company's corporate proceedings, including such corporate minutes
as I deemed necessary to the performance of my services and to give this
opinion; (v) the subscription agreement entered into between the Selling
Shareholder and the Company for the acquisition of the shares of Common Stock
(the "Subscription Agreement"); (vi) an officer's certificate executed by Donald
R. Gardner as the President/Chief Executive Officer of the Company; and (vii)
such other instruments, documents and records as I have deemed relevant and
necessary to examine for the purpose of this opinion. I have examined and am
familiar with the originals or copies, certified or otherwise identified to my
satisfaction, of such other documents, corporate records and other instruments,
as I have deemed necessary for the preparation of this opinion. I have also
reviewed the corporate proceedings of the Company with respect to the
authorization of the issuance of the shares of Common Stock. In expressing this
opinion I have relied, as to any questions of fact upon which my opinion is
predicated, upon representations and certificates of the officers of the
Company.
In giving this opinion I have assumed: (i) the genuineness of all signatures and
the authenticity and completeness of all documents submitted to me as originals;
and (ii) the conformity to originals and the authenticity of all documents
supplied to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such documents. In giving
this opinion, I have relied upon certificates of incumbency and certificates of
officers of the Company, respectively.
I am providing this opinion to you in accordance with Item 601(b)(5) of
Regulation S-K promulgated under the Securities Act for filing as Exhibit 5.1 to
the Registration Statement. The opinions herein are limited to the Federal laws
of the United States of America and the law of the State of Nevada, including
all applicable provisions of the Constitution of the State of Nevada, statutory
provisions of the State of Nevada and reported judicial decisions of the courts
of the State of Nevada interpreting those laws. I do not express any opinion
concerning any law of any other jurisdiction or the local laws of any
jurisdiction.
Silver Bay Resources, Inc.
Page Three
September 10, 2008
Based upon the foregoing, I am of the opinion that the shares of Common Stock
held by the Selling Shareholder are validly issued, fully paid and
non-assessable. I am further of the opinion that the shares of Common Stock to
be sold by the Selling Shareholder to the public, when issued and sold in the
manner described in the Registration Statement, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption "Interests
of Named Experts and Counsel".
Sincerely,
/s/ Diane D. Dalmy
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DIANE D. DALMY