Exhibit 5.0 - Legal opinion of Erwin and Thompson LLP, with consent to use
Erwin & Thompson LLP
A Limited Liability Partnership
Including Professional Corporations
ONE EAST LIBERTY, SUITE 424 TELEPHONE: (775) 786-9494
POST OFFICE BOX 40817 FACSIMILE: (775) 786-1180
RENO, NEVADA 89504 E-MAIL: erwin@renolaw.com
URL: www.renolaw.com
THOMAS P. ERWIN
FRANK W. THOMPSON
July 20, 2005
United States Securities and
Exchange Commission
450 Fifth Ave. N.W.
Washington DC 20549
Re: Registration Statement on Form SB-2
Razor Resources, Inc., a Nevada corporation
Ladies and Gentlemen:
We have acted as special Nevada counsel to Razor Resources, Inc., a
Nevada corporation (the "Company"), in connection with the Registration
Statement on Form SB-2 (the "Registration Statement"), for 5,363,000 shares of
Common Stock, Par Value $.001 per share (the "Common Stock"). In connection with
this opinion, we have examined the following documents:
1. The Articles of Incorporation of the Company filed with the Nevada
Secretary of State.
2. The Bylaws of the Company.
3. Certain minutes and records of the Company made available to us by
the Company, including the Directors' Consent dated July 19, 2005.
4. The Officer's Certificate of Bing Wong, President of the Company,
dated July 20, 2005.
5. The Registration Statement.
6. Such other records and documents as we have deemed necessary and
relevant to form the basis for our opinions.
The items described in Paragraphs 1, 2, 3 and 4 above are referred to
collectively in this letter as the "Documents").
The opinions expressed in this letter are subject to the following
assumptions and qualifications.
A. We assume the genuineness of all signatures and the official
capacity of each person signing the Documents on behalf of the Company and the
authenticity and accuracy of all Documents submitted to us as originals and the
conformity to original documents of Documents submitted to us as certified or
photostatic copies.
July 20, 2005
Page 2.
B. We are licensed to practice law only in the State of Nevada.
Accordingly, we express no opinion concerning the statutory or case law of any
state other than the State of Nevada, nor do we express any opinion as to any
federal laws, including tax or securities laws. We express no opinion as to any
securities laws in the State of Nevada. We express no opinion regarding the
adequacy and sufficiency of the Registration Statement under any federal or
state laws, our opinion being expressly limited to the authorization of the
issuance and validity of the Company's Common Stock.
C. We assume that the Company has taken no action to voluntarily
dissolve the Company, and that the Company has received no notice from any
governmental agency of such agency's intention to seek to revoke the Company's
corporate standing or to dissolve the Company.
D. This opinion is rendered as of the above date, and we do not
undertake to advise you of matters which may come to our attention after this
date nor do we undertake to advise you of those matters occurring after the date
of our opinion.
Based on the foregoing, it is our opinion that the Common Shares have
been duly authorized by all necessary corporate action on part of the Company
and have been validly issued, fully paid and are non-assessable, and, if the
Common Stock is sold after the effectiveness of the Registration Statement, the
Common Stock will be validly issued, fully paid and non-assessable.
This opinion has been delivered solely to the Securities Exchange
Commission and is not to be made available to or relied upon by other persons or
entities without our prior, express written consent. It is limited to the
matters specifically addressed and may not be relied upon as to any related or
collateral matter. This opinion is based upon the accuracy of the assumptions
and upon current Nevada laws, regulations and judicial decisions. If the
assumptions are not valid or if there is a material change in the law, the
matters addressed in this opinion must be reexamined.
Very truly yours,
/s/ Erwin & Thompson LLP