GREGORY S. YANKE LAW CORPORATION

                         200 - 675 West Hastings Street
                           Vancouver, British Columbia
                                     V6B 1N2
                            Telephone: (604) 681-7600
                            Facsimile: (604) 681-7622
                            E-Mail: greg@yankelaw.com

August 11, 2005

Matrix Ventures, Inc.
#5 - 2118 Eastern Avenue
North Vancouver, B.C. V7L 3G3

Dear Sirs:

Re:      Financial Statements

You have asked me to provide you with a legal opinion regarding the ability of a
Nevada company,  such as Matrix Ventures,  Inc., to hold title to mineral claims
in Canada.

Based upon my review of applicable Canadian law and policy, I advise as follows:

1.       an  individual  must be either a Canadian  resident or a  non-resident
         who is  authorized by the Canadian federal government to work in Canada
         in order to qualify to hold title to mineral claims in Canada; and

2.       a corporation  must be registered in the  jurisdiction in which the
         mineral claims are located in order to hold title to such mineral
         claims.

Accordingly,  in order to qualify  to hold  title to  mineral  claims in Canada,
Matrix Ventures,  Inc. must register as a corporation in the  jurisdiction.  The
cost of such  registration is $350 (Canadian  funds) and the  application  takes
approximately one week to complete.

I hereby consent to the use of my name in Matrix Ventures,  Inc.'s  registration
statement and  prospectus and I also consent to the filing of this opinion as an
exhibit thereto.

Yours truly,

GREGORY S. YANKE LAW CORPORATION

PER:  /s/ Greg Yanke

GREG YANKE