Monte Resources Inc - FORM S-1 - EX-5.1 - OPINION & CONSENT OF COUNSEL - March 22, 2011

Attached files

file filename
S-1 - FORM S-1 OF MONTE RESOURCES, INC. - Monte Resources Incg4935.txt
EX-3.2 - BYLAWS - Monte Resources Incex3-2.txt
EX-3.1 - ARTICLES OF INCORPORATION - Monte Resources Incex3-1.txt
EX-23.1 - CONSENT OF ACCOUNTANTS - Monte Resources Incex23-1.txt
EX-10.1 - ASSET PURCHASE AGREEMENT - Monte Resources Incex10-1.txt
 

                                                                     EXHIBIT 5.1

                               ROSENFELD & RINATO
                             9029 S Pecos Rd, #2800
                               Henderson, NV 89074
                                 (702) 386-8637
                               FAX: (702) 385-3025
                           Email: fbauman@lawrosen.com

March 9, 2011

MONTE RESOURCES INC.
1002 Ermine Court
South Lake Tahoe, CA 96150
Attn: Edwin Morrow - President

Ladies and Gentlemen:

As  counsel  for  the  Company,  I  have  examined  the  Company's  articles  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceedings  and such questions of law I have deemed relevant for the purpose of
this opinion.

I have also,  as counsel for the Company,  examined the  Registration  Statement
(the  "Registration  Statement")  of the  Company  on  Form  S-1,  covering  the
registration  under  the  Securities  Act of 1933 of  14,750,000  shares  of the
Company's common stock, $.001 par value, of the Company (the "Common Stock").

My review has also  included  the form of  prospectus  for the  issuance of such
securities (the "Prospectus") filed with the Registration Statement.

On the basis of such examination, I am of the opinion that:

1. The Company is a corporation duly authorized and validly existing and in good
standing under the laws of the State of Nevada,  with corporate power to conduct
its business as described in the Registration Statement.

2. The Company has an authorized  capitalization  of 75,000,000 shares of Common
Stock and no shares of Preferred Stock.

3. The shares of Common  Stock  currently  issued and  outstanding  are duly and
validly issued,  fully paid and non-assessable,  pursuant to the corporation law
of the State of Nevada.


4. The shares of Common Stock offered in the Registration Statement are duly and
validly issued, fully paid and non-assessable,  pursuant to the corporate law of
the State of Nevada.

This  opinion   includes  my  opinion  on  Nevada  law   including   the  Nevada
Constitution,  all  applicable  provisions  of  Nevada  statutes,  and  reported
judicial decisions interpreting those laws.

This opinion letter is limited to the matters  stated herein,  and no opinion is
implied or may be inferred beyond the matters expressly stated. I hereby consent
to the use of my opinion  as herein set forth as an exhibit to the  Registration
Statement and to the inclusion of this opinion in the Registration Statement. In
giving this  consent,  I do not hereby  admit that I come within the category of
persons whose consent is required  under Section 7 of the Securities Act of 1933
or the rules and  regulations of the SEC  promulgated  thereunder or Item 509 of
Regulation S-K.

Very truly yours,

ROSENFELD & RINATO


/s/ Frederick C. Bauman
---------------------------
By  Frederick C. Bauma

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