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Cane
Clark LLP |
3273
E. Warm Springs
Las
Vegas, NV 89120 |
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Kyleen
E. Cane* |
Bryan
R. Clark^ |
Chad
Wiener+ |
Scott
P. Doney~ |
Telephone:
702-312-6255 |
| |
|
|
|
Facsimile:
702-944-7100 |
| |
|
|
Email:
kcane@caneclark.com |
May 31,
2005
eRXSYS,
Inc.
18021 Sky
Park Circle, Suite G2
Irvine,
California 92614
Attention:
Robert DelVecchio, Chief Executive Officer
Re:
eRXSYS, Inc. Registration Statement on Form S-8
Ladies
and Gentlemen:
We have
acted as counsel for eRXSYS, Inc., a Nevada corporation (the "Company"), in
connection with the preparation of the registration statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 97,368 shares of the Company’s common stock (the
“Shares”). This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation S-B under the Act.
In
rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c) the Company's Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books, including resolutions of the board
of directors approving the Plan and various options granted pursuant to the
Plan; (e) the Plan; and (f) such statutes, records and other documents as we
have deemed relevant. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such other examinations of law and fact, as
we have deemed relevant in order to form a basis for the opinion hereinafter
expressed. This opinion is based on Nevada law.
Based
upon the foregoing, it is our opinion that the Shares have been duly and validly
authorized, and when the Registration Statement has become effective under the
Act, such Shares will be legally issued, fully paid and non-assessable shares of
the Company’s common stock.
Very
truly yours,
CANE
CLARK LLP
/s/
Kyleen E.
Cane
Kyleen E.
Cane
We
consent to the use of this opinion as an exhibit to the Registration Statement
and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very
truly yours,
CANE
CLARK LLP
/s/
Kyleen E.
Cane
Kyleen E.
Cane