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S-1/A - AMENDMENT NO. 2 TO FORM S-1 - NewGen BioPharma Corp.g5875.txt
EX-23.1 - CONSENT OF AUDITOR - NewGen BioPharma Corp.ex23-1.txt

                                                                     Exhibit 5.1

CANE CLARK LLP                                           3273 E. Warm Springs
Kyleen E. Cane*          Bryan R. Clark                  Las Vegas, NV  89120
Joe Laxague              Scott P. Doney                  Telephone: 702-312-6255
Christopher T. Clark                                     Facsimile: 702-944-7100

VIA EDGAR

April 10, 2012

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

Dear Sirs:

     We are acting 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,  we have  reviewed:  (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 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,  and we
have made no  independent  verification  of the factual  matters as set forth in
such  documents  or  certificates.   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.

     Based upon the foregoing,  we are 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  once accepted by the Company after  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.  We 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) we 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/ Cane Clark, LLP
-----------------------------
Cane Clark, LLP

Letter to Greenwind NRG Inc. Re: S-1 Registration Statment April 5, 2012 CONSENT We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. Sincerely, /s/ Cane Clark, LLP ---------------------------------- Cane Clark, LLP 2