Attached files

file filename
S-1 - FORM S-1 OF ONEPOWER SYSTEMS LTD. - OnePower Systems Ltd.g6386.txt
EX-14 - CODE OF ETHICS - OnePower Systems Ltd.ex14.txt
EX-3.2 - BYLAWS - OnePower Systems Ltd.ex3-2.txt
EX-23.1 - CONSENT OF AUDITOR - OnePower Systems Ltd.ex23-1.txt
EX-99.1 - FORM OF SUBSCRIPTION AGREEMENT - OnePower Systems Ltd.ex99-1.txt
EX-3.1 - ARTICLES OF INCORPORATION - OnePower Systems Ltd.ex3-1.txt

                                                                     Exhibit 5.1

                              FOX LAW OFFICES, P.A.
                              561 NE ZEBRINA SENDA
                           JENSEN BEACH, FLORIDA 34957
                            Telephone: (772) 225-6435

November 27, 2012

OnePower Systems Ltd.
73 Bliss Street
Qoreitem Bldg., 3rd Floor
Beirut, Lebanon

     Re: OnePower Systems Ltd. - Status of Shares being Registered on Form S-1

Gentlemen:

I have acted as  special  securities  counsel  to  OnePower  Systems  Ltd.  (the
"Company"),   a  Nevada  corporation,   in  connection  with  its  filing  of  a
registration  statement on Form S-1 (the "Registration  Statement") covering (a)
the resale by selling  stockholders of up to 15,000,000  shares of the Company's
common stock and (b) the sale by the Company of up to  10,000,000  shares of the
Company's Common Stock (the "Registered  Shares"),  as further  described in the
Registration Statement. You have requested my opinion with respect to the shares
to be sold.

In connection with this opinion, I have examined originals and copies, certified
or  otherwise   identified  to  my   satisfaction,   of  all  such   agreements,
certificates,   and  other   statements   of   corporate   officers   and  other
representatives  of the Company,  and other documents as I have deemed necessary
as a basis for this opinion.  In my examination,  I have assumed the genuineness
of  all  signatures,  the  authenticity  of  all  documents  submitted  to me as
originals,  and the conformity with the originals of all documents  submitted to
me as copies.  I have,  when  relevant  facts  material  to my opinion  were not
independently  established by me,  relied,  to the extent I deemed such reliance
proper, upon written or oral statements of officers and other representatives of
the Company.  In addition,  I have examined  such other  documents and made such
oral  inquiries  as I have deemed  necessary  or  appropriate  for the  opinions
herein.

I am  familiar  with the  General  Corporation  Law of the State of Nevada,  the
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting  these laws, and I 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.  I express  no  opinion  with
respect to the effect or applicability of the laws of any other jurisdiction.  I
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.

Based upon the foregoing and such legal  authorities as I have deemed  relevant,
and subject to the  qualifications  and assumptions set forth above, I am of the
opinion that:

     (a)  the  15,000,000  shares  being  offered  for  resale  by  the  selling
stockholders  are  legally  authorized  and  validly  issued,   fully  paid  and
non-assessable; and

     (b) the  10,000,000  shares  being  offered for sale by the  Company,  when
issued and sold upon the conditions  contemplated in the Registration  Statement
will be duly authorized and validly issued,  fully-paid and non-assessable  upon
issuance.


OnePower Systems Ltd. November 27, 2012 Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my firm wherever appearing in the Registration Statement. In so doing, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Yours truly, FOX LAW OFFICES, P.A. /s/ Richard C. Fox, Esq. ------------------------------------ By: Richard C. Fox, Esq