================================================================================
Exhibit 5.1
OPINION AS TO LEGALITY
JOSEPH I. EMAS
ATTORNEY AT LAW
1224 Washington Avenue
Miami Beach, Florida 33139
(305) 531-1174
Facsimile: (305) 531-1274
Email: jiemas@bellsouth.net
October 14, 2004
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Dynamic Gold, Inc.
- -----------------------
Ladies and Gentlemen:
As counsel for the Company, I have examined the Company's certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws I have deemed relevant for the purpose of
this opinion, including but not limited to, Nevada law including the statutory
provisions, all applicable provisions of the Nevada Constitution and reported
judicial decisions interpreting those laws. In my examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, and conformity with the originals of all documents submitted
to me as copies thereof. In addition, I have made such other examinations of law
and fact, as I have deemed relevant in order to form a basis for the opinion
hereinafter expressed.
I have also, as counsel for the Company, examined the Registration Statement
(the "Registration Statement") of your Company on Form SB-2/A, covering the
registration under the Securities Act of 1933 of up to 4,515,000 shares (the
"Registered Shares") by existing shareholders of the Company of the Company's
common stock (the "Common Stock").
My review has also included the form of prospectus for the issuance of such
securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
1. The Company is a corporation duly authorized and validly
existing and in good standing under the laws of the State of
Nevada, with corporate power to conduct its business as
described in the Registration Statement.
2. The Company has an authorized capitalization of 75,000,000
shares of Common Stock, $0.001 par value and no shares of
Preferred Stock.
3. I am of the opinion that all of the Registered Shares are
validly issued, fully paid and non-assessable pursuant to the
corporate law of the State of Nevada (Chapter 78A of the Nevada
Revised Statutes).
This opinion includes my opinion on Nevada law including the Nevada
Constitution, all applicable provisions of Nevada statutes, and reported
judicial decisions interpreting those laws.
I hereby consent to the use of my name in the Registration Statement and
Prospectus and I also consent to the filing of this opinion as an exhibit
thereto.
Very truly yours,
October 14, 2004
/s/ Joseph I. Emas
-----------------------
JOSEPH I. EMAS, ESQUIRE