Exhibit 5.1
DIANE D. DALMY
ATTORNEY AT LAW
2000 EAST 12TH AVENUE
SUITE 32/10B
DENVER, COLORADO 80206
303.985.9324 (telephone)
303.988.6954 (facsimile)
ddalmy@earthlink.net
January 29, 2013
Mr. Wayne Cadence
President/Chief Executive Officer
Bonanza Resources Corp.
14727 - 129th Street
Edmonton, Alberta
Canada T6V 1C4
Re: Bonanza Resources Corp.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special legal counsel for Bonanza Resources Corp., 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 January 29, 2013, pursuant to the
Securities Act of 1933, as amended (the "1933 Securities Act"). The Registration
Statement relates to the registration of the offering of an aggregate of
9,000,000 shares of common stock of the Company (the "Common Stock") under the
1933 Securities Act for resale by that certain selling shareholder as named in
the Registration Statement (the "Selling Shareholder").
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; and (v) 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.
Bonanza Resources Corp.
Page Two
January 29, 2013
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 only upon such documents.
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 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.
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 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