Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT - CLIMATE ESCO LTD. | fs12011_climateesco.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - CLIMATE ESCO LTD. | fs12011ex3i_climateesco.htm |
| EX-10.1 - MANAGEMENT AGREEMENT - CLIMATE ESCO LTD. | fs12011ex10i_climateesco.htm |
| EX-10.5 - LETTER AGREEMENT WITH GALAXIA ELECTRONICS CO. LTD. - CLIMATE ESCO LTD. | fs12011ex10v_climateesco.htm |
| EX-4.1 - INSTRUMENT DEFINING THE RIGHT OF HOLDERS ? FORM OF SHARE CERTIFICATE - CLIMATE ESCO LTD. | fs12011ex4i_climateesco.htm |
| EX-10.2 - NON-EXCLUSIVE RESELLER AGREEMENT - CLIMATE ESCO LTD. | fs12011ex_10iiclimateesco.htm |
| EX-10.4 - LETTER AGREEMENT WITH FAWOO TECH NORTH AMERICA, LLC. - CLIMATE ESCO LTD. | fs12011ex10iv_climateesco.htm |
| EX-3.2 - BYLAWS - CLIMATE ESCO LTD. | fs12011ex3ii_climateesco.htm |
| EX-10.3 - DISTRIBUTORSHIP AGREEMENT - CLIMATE ESCO LTD. | fs12011ex_10iiiclimateesco.htm |
| EX-23.1 - CONSENT OF SATURNA GROUP CHARTERED ACCOUNTANTS LLP - CLIMATE ESCO LTD. | fs12011ex23i_climateesco.htm |
EXHIBIT 5.1
Dennis Brovarone
ATTORNEY AND COUNSELOR AT LAW
18 Mountain Laurel Drive
Littleton, CO 80127
Phone 303 466 4092 / Fax 303 466 4826
July 13, 2011
Board of Directors
Climate Esco Ltd.
Unit 4, 2119 152nd Street,
Surrey, British Columbia, V4A 4N7
Re: Registration Statement on Form S-1
Director Briscoe:
You have requested my opinion as to the legality of the issuance by Climate Esco, Ltd., a Nevada corporation (the "Corporation") of 15,605,000 shares of Common Stock (the "Shares") being offered by the named selling securities holders (the "Shares") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed with the U.S. Securities and Exchange Commission.
Pursuant to your request I have reviewed and examined:
(1) The Articles of Incorporation of the Corporation;
(2) The Bylaws of the Corporation;
(3) Certain resolutions of the Directors of the Corporation;
(4) The Registration Statement; and
(5) Such other matters as I have deemed relevant to my opinion.
Based upon the foregoing and the laws of the state of Nevada, and subject to the qualifications set forth below, I am of the opinion that the Shares offered by the named selling securities holders, were duly authorized, legally issued, fully paid and non-assessable pursuant to the Articles, Bylaws and Nevada law. My opinion is subject to the qualification that no opinion is expressed herein as to the application of state securities or Blue Sky laws.
Not withstanding the above, I consent to the use of this opinion in the Registration Statement and to the reference to me in the Legal Matters section of the Prospectus contained in the Registration Statement. In giving my consent, I do not admit that I come without the category of persons whose consent is required under Section 7 of the Securities and Exchange Commission promulgated thereunder.
I hereby consent to the use of this opinion in the Registration Statement.
| Very truly yours, | ||
| /s/ Dennis Brovarone | ||
| Dennis Brovarone | ||
| Attorney at Law | ||