================================================================================
Clark Wilson LLP
BC's Law Firm for Business
Reply Attention of Bernard Pinsky Clark Wilson LLP
Direct Tel. 604.643.3153 Barristers & Solicitors
EMail Address bip@cwilson.com Patent & Trade-mark Agents
Our File No. 30133/ 800-885 W Georgia Street
Vancouver, BC V6C 3H1
Tel. 604.687.5700
Fax 604.687.6314
Exhibit 5.1
August 5, 2005
Zandaria Ventures Inc.
7251 West Lake Mead Boulevard, Suite 300
Las Vegas, Nevada, 89128
Dear Sirs:
Re: Common Stock of Zandaria Ventures Inc.
- Registration Statement on Form SB-2 filed August 5, 2005
We have acted as special counsel to Zandaria Ventures Inc.
(the "Company"), a Nevada corporation, in connection with the filing of a
registration statement on Form SB-2 (the "Registration Statement") in connection
with the registration under the Securities Act of 1933, as amended, of up to
5,250,000 shares of the Company's common stock (the "Registered Shares"), as
further described in the Registration Statement filed on August 5, 2005.
In connection with this opinion, we have examined the following documents:
(a) Corporate Charter and Articles of the Company;
(b) By-Laws of the Company;
(c) Resolutions adopted by the Board of Directors of the Company
pertaining to the Registered Shares;
(d) The Registration Statement; and
(e) The Prospectus/Information Statement (the "Prospectus")
constituting a part of the Registration Statement.
In addition, we have examined such other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed.
We have assumed that the signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are authentic
and that all documents submitted to us as copies or as facsimiles of copies or
originals, conform with the originals, which assumptions we have not
independently verified.
Based upon the foregoing and the examination of such legal
authorities as we have deemed relevant, and subject to the qualifications and
further assumptions set forth below, we are of the opinion that the Registered
Shares to which the Registration Statement and Prospectus relate, have been duly
and validly authorized and issued, and are fully paid and non-assessable.
-2-
We have attorneys admitted to practice in California, Florida,
New York, Washington, Virginia and the District of Columbia. We are familiar
with the General Corporation Law of the State of Nevada, the applicable
provisions of the Nevada Constitution and reported judicial decisions
interpreting these laws, 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 opining upon and is limited to the current
federal laws of the United States and, as set forth above, Nevada law, including
the statutory provisions, all applicable provisions of the Nevada Constitution
and reported judicial decisions interpreting those laws, as such laws presently
exist and to the facts as they presently exist. We express no opinion 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.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the General Rules and Regulations of the
Securities and Exchange Commission.
Yours truly,
CLARK WILSON LLP
"Clark Wilson LLP"