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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
September 8, 2006
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
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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.
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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.
Yours truly,
CLARK WILSON LLP
"Clark Wilson LLP"