Exhibit
5
Opinion
regarding legality (including consent)
RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1182
Facsimile
(310) 208-1154
April
26,
2005
Cardinal
Communications, Inc.
390
Interlocken Crescent, Suite 900
Broomfield,
Colorado 80021
Re: Cardinal
Communications, Inc. 2005 Stock Plan
Ladies
and Gentlemen:
We
have
acted as counsel to Cardinal Communications, Inc., a Nevada corporation (the
“Company”) in connection with the registration with the Securities and Exchange
Commission on Form S-8 of shares of the Company’s common stock, $.0001 par value
(the “Shares”), which may be issued as awards in connection with the
above-referenced plan (the “Plan”). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of the Company relating
to the registration and proposed issuance of the Shares, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as
we
have deemed necessary to the rendering of the following opinion.
Based
upon that review, it is our opinion that the Shares, when issued in conformance
with the terms and conditions of the Plan, will be legally issued, fully paid,
and nonassessable.
We
do not
find it necessary for the purposes of this opinion to cover, and accordingly
we
express no opinion as to, the application of the securities or “blue sky” laws
of the various states as to the issuance and sale of the Shares.
We
consent to the use of this opinion in the registration statement filed with
the
Securities and Exchange Commission in connection with the registration of the
Shares.
RICHARDSON
& PATEL LLP