Attached files
| file | filename |
|---|---|
| S-1/A - UNIVERSAL GOLD MINING CORP. | v205844_s1a.htm |
| EX-23.1 - UNIVERSAL GOLD MINING CORP. | v205844_ex23-1.htm |
| EX-21.1 - UNIVERSAL GOLD MINING CORP. | v205844_ex21-1.htm |
EXHIBIT
5.1
[GOTTBETTER
& PARTNERS, LLP LETTERHEAD]
December
17, 2010
To the
Board of Directors
Universal
Gold Mining Corp.
Bentall
Four Centre
Suite
3474 – 1055 Dunsmuir Street
Vancouver,
British Columbia V7X 1K8
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Re:
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Universal
Gold Mining Corp.
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Registration
Statement on Form S-1 (Amendment No.
2)
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Gentlemen:
We are
acting as counsel to Universal Gold Mining Corp., a Nevada corporation (the
“Company”), in connection with the filing with the Securities and Exchange
Commission (the “Commission”), under the Securities Act of 1933, as amended (the
“Securities Act”), a Registration Statement on Form S-1, as amended, (the
“Registration Statement”), relating to the offer and sale pursuant to the
Registration Statement, by the Selling Stockholders identified in the
Registration Statement, of up to 42,870,750 issued and outstanding shares (the
“Shares”) of common stock, par value $ $0.001 per share (“Common Stock”), of the
Company.
You have
requested our opinion as to the matters set forth below in connection with the
issuance of the Shares. For purposes of rendering this opinion, we
are familiar with the Registration Statement, and we have examined the Company’s
Articles of Incorporation, as amended to date, the Company’s Bylaws, as amended
to date, and corporate actions of the Company that provided for the issuances of
the Shares. We have also examined such other documents, certificates,
instruments and corporate records, and such statutes, decisions and questions of
law as we have deemed necessary or appropriate for the purpose of this
opinion. We have examined and relied upon certificates of public
officials and, as to certain matters of fact that are material to our opinion,
we have also relied on statements of an officer of the Company.
Based
upon and subject to the foregoing, it is our opinion that:
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·
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the
Shares to be offered by the Selling Stockholders have been duly authorized
for issuance by the Company and are validly issued, fully paid and
non-assessable.
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We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Very
truly yours,
/s/
Gottbetter & Partners, LLP
Gottbetter
& Partners, LLP