LEGAL & COMPLIANCE, LLC
LAURA ANTHONY, ESQUIRE
STUART REED, ESQUIRE WWW.LEGALANDCOMPLIANCE.COM
DIRECT E-MAIL:
LAURAANTHONYPA@AOL.COM
January 31, 2006
Board of Directors
IElement Corporation
17194 Preston Rd Suite 102
PO BOX 341
Dallas, TX 75248
Re: Registration Statement on Form SB-2
Dear Board Members:
We have acted as counsel to IElement Corporation, a Nevada corporation (the
"Company"), in connection with the registration under the Securities Act of 1933
(the "Securities Act"), of a total of 112,700,329 shares of the Company's common
stock, $0.001 par value per share (the "Common Stock"), as described below. A
registration statement on Form SB-2 has been filed with the Securities and
Exchange Commission (file no. 333-_____________) on or about January 31, 2006
(the "Registration Statement").
The Registration Statement seeks the registration of 112,700,329 shares of the
Common Stock (the "Registered Shares"). The Registered Shares are to be offered
to the public by the Company on a best efforts basis without the use of any
underwriters.
In connection with rendering this opinion we have examined executed copies of
the Registration Statement and all exhibits thereto. We have also examined and
relied upon the original, or copies certified to my satisfaction, of (i) the
Articles of Incorporation and the By-laws of the Company, (ii) minutes and
records of the corporate proceedings of the Company with respect to the issuance
of the Registered Shares and related matters, and (iii) such other agreements
and instruments relating to the Company as we deemed necessary or appropriate
for purposes of the opinion expressed herein. In rendering such opinion, we have
made such further investigation and inquiries relevant to the transactions
contemplated by the Registration Statement as we have deemed necessary for the
opinion expressed herein, and we have relied, to the extent we deemed
reasonable, on certificates and certain other information provided to me by
officers of the Company and public officials as to matters of fact of which the
maker of such certificate or the person providing such other information had
knowledge.
330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
o PHONE: 561-514-0936 o FAX 561-514-0832
OFFICES IN WEST PALM BEACH AND MIAMI BEACH
Board of Directors
IElement Corporation
January 31, 2006
Furthermore, in rendering my opinion, we have assumed that the signatures on all
documents examined by me are genuine, that all documents and corporate record
books submitted to me as originals are accurate and complete, and that all
documents submitted to me are true, correct and complete copies of the originals
thereof.
Based upon the foregoing, we are of the opinion that the Registered Shares have
each been duly authorized for issuance and sale, and when sold and issued
against payment therefor as contemplated by the Registration Statement, will be
validly issued, fully paid and non-assessable under the laws of the State of
Nevada, including statutory provisions, all applicable provisions of the Nevada
Constitution and reporting judicial decisions interpreting those laws.
We hereby consent to the reference to my name in the Registration Statement and
the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Legal & Compliance, LLC
By: /s/ Laura Anthony
---------------------------
Laura Anthony, President
330 CLEMATIS STREET, #217 o WEST PALM BEACH, FLORIDA o 33401
o PHONE: 561-514-0936 o FAX 561-514-0832
OFFICES IN WEST PALM BEACH AND MIAMI BEACH