Attached files

file filename
EX-23.1 - CONSENT OF AUDITORS - NewGen BioPharma Corp.ex23-1.txt
EX-99.1 - SHARE PURCHASE ORDER FORM - NewGen BioPharma Corp.ex99-1.txt
EX-3.1 - ARTICLES OF INCORPORATION - NewGen BioPharma Corp.ex3-1.txt
EX-3.2 - BYLAWS - NewGen BioPharma Corp.ex3-2.txt
EX-99.2 - PRIVATE SUBSCRIPTION AGREEMENT - NewGen BioPharma Corp.ex99-2.txt
S-1 - FORM S-1 OF GREENWIND NRG, INC. - NewGen BioPharma Corp.g5666.txt

                                                                     Exhibit 5.1

CANE CLARK LLP                                       3273 E. Warm Springs
                                                     Las Vegas, NV 89120

Kyleen E. Cane*    Bryan R. Clark^                   Telephone: 702-312-6255
Joe Laxague        Scott P. Doney                    Facsimile: 702-944-7100
Christopher T. Clark                                 Email: sdoney@caneclark.com

VIA EDGAR

December 5, 2011

Greenwind NRG Inc.
69 Saphire, The Grange, Stilorgan, Co.
Dublin, Ireland

Dear Sirs:

     We have acted as counsel to Greenwind NRG, Inc., a Nevada  corporation (the
"Company"),  in connection  with the  preparation and filing with the Securities
and  Exchange  Commission  of  a  registration  statement  on  Form  S-  1  (the
"Registration Statement") under the Securities Act of 1933, as amended, relating
to the offering of 10,000,000  shares of the Company's  common stock,  par value
$0,001 per (collectively, the "Shares").

     In rendering the opinion set forth below,  I limited the scope of my review
to the  following  documents:  (a) the  Registration  Statement and the exhibits
attached 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; (e) the  Certification of Officer issued from James Sammon,
President  and CEO of the  Company;  and (f) such  statutes,  records  and other
documents  as I have deemed  relevant.  In my  examination,  I have  assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals, and conformity with the originals of all documents submitted to me
as copies  thereof,  and I have made no independent  verification of the factual
matters as set forth in such documents or certificates. In addition, I have made
such other  examinations  of law and fact as I have deemed  relevant in order to
form a basis for the opinion hereinafter expressed.

     Based upon the foregoing, I am of the opinion that the 10,000,000 shares of
common  stock to be sold by the Company will be validly  issued,  fully paid and
non-assessable  when issued by the Company if the  consideration  for the shares
described in the prospectus is received by the Company.

     This opinion is based on Nevada general corporate law, including  statutory
provisions,  applicable  provisions  of the  Nevada  constitution  and  reported
judicial  decisions  interpreting  those laws.  I express no  opinion,  and none
should be inferred, as to any other laws, including, without limitation, laws of
any other state.

     The opinions set forth herein are subject to the following  qualifications:
(a) I have made no independent  verification of the factual matters as set forth
in the documents or certificates reviewed, and (b) the opinions set forth herein
are limited to the matters  expressly set forth in this opinion  letter,  and no
opinion is to be implied or may be  inferred  beyond the  matters  expressly  so
stated.

Sincerely,


/s/ Scott Doney
--------------------------
Scott Doney, Esq.

Letter to Greenwind NRG Inc. Re: S-l Registration Statement December 5, 2011 CONSENT I HEREBY CONSENT to the inclusion of my name and use of my opinion in connection with the Form S- 1 Registration Statement filed with the Securities and Exchange Commission as special counsel for the registrant, Greenwind NRG Inc. Sincerely, /s/ Scott Doney -------------------------- Scott Doney, Esq