CLARK  WILSON  LLP
BC's  Law  Firm  for  Business


July 5, 2006


Kingston Mines Ltd.
106-1990 S.E. Kent Ave.
Vancouver  BC  V5P 4X5

Dear  Sirs:

                 Re:  Kingston Mines Ltd. - Registration Statement on Form SB-2
                      filed July 7, 2006

          We  have  acted  as  counsel to Kingston Mines Ltd. (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 of up to 2,500,000 shares of the Company's
common  stock  (the  "Registered  Shares")  for  sale  by the Company as further
described  in  the  Registration  Statement.

          In  connection  with  this  opinion,  we  have  examined the following
documents:

(a)     Corporate  Charter  of  the  Company;

(b)     Articles  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  (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 those of the Registered
Shares to which the Registration Statement and Prospectus relate will be, if and
when  issued  and  delivered  upon full payment, duly and validly authorized and
issued,  fully paid  and  non-assessable  common shares  in the  capital of  the
Company.

          This  opinion  letter  is  opining  upon and is limited to the current
federal  laws  of  the  United  States  and  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.  In  giving  this  consent, we do not admit that we are
within  the category of persons whose consent is required under Section 7 of the
Securities  Act  of  1933 or the General Rules and Regulations of the Securities
and  Exchange  Commission.

Yours truly,


CLARK WILSON LLP

/s/  Clark Wilson LLP