Exhibit 5.1
Suite 400 - 570 Granville Street Macdonald
Vancouver, BC Tuskey
V6C 3P1 CANADA CORPORATE AND SECURITIES LAWYERS
Telephone: (604) 689-1022
Facsimile: (604) 681-4760
April 24, 2012
First American Silver Corp.
10597 Double R Blvd., Suite 2
Reno, NV 89521
Dear Sirs:
Re: Common Stock of First American Silver Corp., Registered on Form S-8, filed
on April 24, 2012
We are counsel to First American Silver Corp., (the "Company"), a
corporation incorporated under the laws of the State of Nevada. In such
capacity, we have reviewed the Registration Statement of the Company on Form S-8
(the "Registration Statement") covering an aggregate of 2,500,000 common shares
(each, a "Share") in the capital of the Company issuable pursuant to exercised
options under the Company's 2011 Stock Option Plan.
We have examined originals or copies, certified or otherwise identified to
our satisfaction of the resolutions of the directors of the Company with respect
to the matters herein. We have also examined such statutes and public and
corporate records of the Company, and have considered such questions of law as
we have deemed relevant and necessary as a basis for the opinion expressed
herein. We have, for the purposes of this opinion, assumed the genuineness of
all signatures examined by us, the authenticity of all documents and records
submitted to us as originals and the conformity to all original documents of all
documents submitted to us as certified, photostatic or facsimile copies.
Based upon and subject to the foregoing, and subject also to the
qualifications hereinafter expressed, we are of the opinion that each Share to
be issued pursuant to exercised options under the Company's 2011 Stock Option
Plan, and subsequently sold pursuant to the Registration Statement will be, when
issued pursuant to the terms of the 2011 Stock Option Plan, validly issued,
fully paid and non-assessable.
We have attorneys admitted to practice in New York and Washington, but not
admitted to practice in the State of Nevada. However, we are generally familiar
with the General Corporation Law of the State of Nevada (the "NGCL") as
presently in effect 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 limited to the current federal laws of the United
States and, to the limited extent set forth above, the NGCL, as such laws
presently exist and to the facts as they presently exist. We express no opinion
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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Macdonald
Tuskey
CORPORATE AND SECURITIES LAWYERS
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.
This opinion is being furnished solely in connection with the filing of the
Registration Statement with the Securities and Exchange Commission, and we
hereby consent to the use of this opinion as an exhibit to the Registration
Statement. This consent is not to be construed as an admission that we are a
person whose consent is required to be filed with the Registration Statement
under the provisions of the SECURITIES ACT OF 1933, as amended. This opinion may
not be relied upon, used by or distributed to any person or entity for any other
purpose without our prior written consent.
Yours truly,
W.L. MACDONALD LAW CORPORATION
"W.L. MACDONALD LAW CORPORATION"