DAVID M. LOEV, ATTORNEY AT LAW
2777 Allen Parkway, Suite 1000
HOUSTON, TX 77019
713-524-4110 PHONE
713-524-4122 FACSIMILE
February 24, 2003
Lingo Media Inc.
151 Bloor Street West
Suite 890
Toronto, Ontario, Canada M5S 1S4
Re: Form F-1 Registration Statement
Gentlemen:
You have requested that I furnished you my legal opinion with respect to the
legality of the following described securities of Lingo Media Inc. (the
"Company") covered by a Form F-1 Registration Statement, (the "Registration
Statement"), filed with the Securities and Exchange Commission for the purpose
of registering such securities under the Securities Act of 1933:
1. 4,700,000 shares of common stock, no par value (the "Shares") to be
registered by the Company for resale; and
2. 3,275,000 shares of common stock, no par value underlying warrants to be
registered by the Company for resale.
In connection with this opinion, I have examined the corporate records of the
Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Registration
Statement, and such other documents and records as I deemed relevant in order to
render this opinion.
Based on the foregoing, it is my opinion that, after the Registration Statement
becomes effective and the Shares and shares underlying the warrants have been
registered and delivered as described therein, the Shares and the shares
underlying the warrants will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to
statements made therein regarding our firm and use of our name under the heading
"Legal Matters" in the Prospectus constituting a part of such Registration
Statement.
Sincerely,
/s/ David M. Loev, Attorney at Law
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David M. Loev, Attorney at Law