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CANE CLARK LLP
3273 E. Warm Springs
Las Vegas, NV 89120
Kyleen E. Cane* Bryan R. Clark^ Chad Wiener+ Scott P. Doney~ Telephone: 702-312-6255
Facsimile: 702-944-7100
Email: bclark@caneclark.com
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January 13, 2006
Crawford Lake Mining, Inc.
4372 Greta Street
Burnaby, BC V5J 1N8
CANADA
Re: Crawford Lake Mining, Inc., Registration Statement on Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Crawford Lake Mining, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the registration
statement on Form SB-2 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), relating to the offering of 2,780,000
shares of the Company's common stock.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement and the exhibits attached thereto dated January 13, 2006; (b) the
Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain
records of the Company's corporate proceedings as reflected in its minute books;
and (e) such statutes, records and other documents as we have deemed relevant.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and conformity with
the originals of all documents submitted to us as copies thereof. In addition,
we have made such other examinations of law and fact, as we have deemed relevant
in order to form a basis for the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the common stock to be sold
by the selling shareholders is validly issued, fully paid and non-assessable.
This opinion is based on Nevada general corporate law.
Very truly yours,
CANE CLARK LLP
/s/ Bryan R. Clark
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Bryan R. Clark, Attorney and
Managing Partner
*Licensed Nevada, California, Washington and Hawaii Bars;
^ Nevada, Colorado and District of Columbia Bars
+ Illinois, and Wisconsin State Bars ~Nevada
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We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement and to all references to this Firm under the caption "Interests of
Named Experts and Counsel" in the Registration Statement.
Very truly yours,
CANE CLARK LLP
/s/ Bryan R. Clark
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Bryan R. Clark, Attorney and
Managing Partner
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