Attached files
Exhibit 5.1
Suite 1210 - 777 Hornby Street Macdonald
Vancouver, BC Tuskey
V6Z 1S4 CANADA CORPORATE AND SECURITIES LAWYERS
Telephone: (604) 689-1022
Facsimile: (604) 681-4760
Reply Attention of: William L. Macdonald
Direct Telephone: (604) 648-1670
Email: wmacdonald@wlmlaw.ca
Our File No: 30424-1
February 2, 2011
American Paramount Gold Corp.
130 King St. West, Suite 3670,
Toronto ON M5X 1A9
Dear Sirs:
Re: Common Stock of American Paramount Gold Corp. Registered on Form S-1 filed
on January 12, 2011
We have acted as counsel to American Paramount Gold Corp. (the "Company"), a
corporation incorporated under the laws of the State of Nevada, in connection
with the filing, on January 12, 2011, of a registration statement on Form S-1
(the "Registration Statement") under the SECURITIES ACT OF 1933, as amended (the
"Securities Act") of certain shares of the Company's common stock, consisting of
5,550,000 shares of common stock for resale by certain selling shareholders
named in the Registration Statement (the "Secondary Offering Shares").
We have examined the originals or certified copies of such corporate records of
the Company and/or public officials and such other documents and have made such
other factual and legal investigations as we have deemed relevant and necessary
as the basis for the opinions set forth below. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents
of all documents submitted to us as copies or as facsimiles of copies or
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 the Secondary Offering Shares are
legally issued, fully paid and non-assessable.
We have made such inquiries with respect thereto as we consider necessary to
render this opinion with respect to a Nevada corporation. This opinion letter is
opining upon and is limited to the current federal laws of the United States
and, as set forth above, 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.
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York.
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Tuskey
American Paramount Gold Corp. CORPORATE AND SECURITIES LAWYERS
February 2, 2011
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,
W.L. MACDONALD LAW CORPORATION
Ss "W.L. MACDONALD LAW CORPORATION"
1210 - 777 Hornby Street, Vancouver, BC V6Z 1S4 Canada
Tel: (604) 689-1022 Fax: (604) 681-4760
Macdonald Tuskey is an association of law corporations with lawyers called in
the Provinces of British Columbia and Alberta and the State of New York
