Attached files
David
Lubin & Associates, PLLC
5 North
Village Avenue, 2nd
Floor
Rockville
Center, NY 11570
Telephone:
(516) 887-8200
Facsimile:
516-887-8250
david@dlubinassociates.com
August
24, 2010
Tundra
Gold Corp.
200 S
Virginia Street
Reno,
Nevada 89501
Re: Registration Statement on
Form S-1 (the "Registration Statement")
Gentlemen:
We have
acted as counsel to Tundra Gold Corp. (the "Company") in connection with its
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to the proposed
resale of up to 4,740,000 shares of common stock held by selling security
holders (the “Shares”).
In
connection therewith, we have examined and relied upon original, certified,
conformed, photostat or other copies of (a) the Articles of Incorporation, as
amended, and Bylaws of the Company; (b) resolutions of the Board of Directors of
the Company; (c) the Registration Statement and the exhibits thereto; and (d)
such corporate records of the Company, certificates of public officials,
certificates of officers of the Company and other documents, agreements and
instruments as we have deemed necessary as a basis for the opinions herein
contained. In all such examinations, we have assumed the genuineness of all
signatures on original documents, and the conformity to originals or certified
documents of all copies submitted to us as conformed, photostat or other
copies.
Based on our examination mentioned
above, we are of the opinion that the currently issued and outstanding Shares
are legally and validly issued, fully paid and non-assessable.
We are
attorneys admitted to practice in New York. We are familiar with the applicable
provisions of the Nevada Revised Statutes, the applicable provisions of the
Nevada Constitution and reported judicial decisions interpreting these laws, and
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 securities laws of the United
States and, 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 hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus forming a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
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Sincerely,
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/s/ David Lubin & Associates,
PLLC
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DAVID
LUBIN & ASSOCIATES, PLLC
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