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LAURENCE
SINGER
ATTORNEY-AT-LAW
46-60
156th
Streeet
Flushing
New York 11355
Voice:
646 327-8772 Fax: 212 994-8093
ls@laurencesinger.com
EXHIBIT
5.1
November
10, 2009
Mr.
Steven Claussen
President
and CEO
Capital
Reserve Canada Limited
18104 –
102 Ave.
Edmonton,
Alberta T5S-1S7
Re:
Capital Reserve Canada Limited –SEC Form S-1
Dear Mr.
Claussen:
I have
acted as counsel to Capital Reserve Canada Limited (the "Company") in connection
with its filing of a registration statement on Form S-1 (the "Registration
Statement") covering 400,000,000 shares of common stock Proposed Maximum
Offering Price Per Share (the "Common Stock") to be sold by a selling security
holder ("Selling Security Holder").
In
connection with this opinion, I have made such investigations and examined such
records, including: (i) the Registration Statement; (ii) the Company’s
Certificate of Incorporation, as amended; (iii) the Company’s Bylaws; (iv)
certain records of the Company’s corporate proceedings, including such corporate
minutes as I deemed necessary to the performance of my services and to give this
opinion; and (v) such other instruments, documents and records as I have deemed
relevant and necessary to examine for the purpose of this opinion. I have
examined and am familiar with the originals or copies, certified or otherwise
identified to my satisfaction, of such instruments, documents and records, as I
have deemed necessary for the preparation of this opinion. I have also reviewed
the corporate proceedings of the Company with respect to the authorization of
the issuance of the shares of Common Stock.
In giving
this opinion I have assumed: (i) the genuineness of all signatures and the
authenticity and completeness of all documents submitted to me as originals; and
(ii) the conformity to originals and the authenticity of all documents supplied
to me as certified, photocopied, conformed or facsimile copies and the
authenticity and completeness of the originals of any such documents. I am
providing this opinion to you in accordance with Item 601(b)(5) of Regulation
S-K promulgated under the Securities Act for filing as Exhibit 5.1 to the
Registration Statement. The opinions herein are limited to the Federal laws of
the United States of America.
Based
upon the foregoing, I am of the opinion that the shares of Common Stock covered
by this Registration Statement have been validly authorized and will when sold
as contemplated by the Registration Statement, be legally issued, fully paid and
non-assessable.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Prospectus constituting a part
thereof in connection with the matters referred to under the caption “Interests
of Named Experts and Counsel”.
Sincerely,
/s/
Laurence Singer
Laurence
Singer