RICHARDSON & PATEL LLP
1100 Glendon Avenue
Suite 850
Los Angeles, California 90024
Telephone (310) 208-1183
Facsimile (310) 208-1154
October 11, 2013
Board of Directors
Red Metal Resources Ltd.
195 Park Avenue
Thunder Bay, Ontario P7B 1B9
Canada
Re:
Red Metal Resources Ltd.
Registration Statement on Form S-1, as amended
Ladies and Gentlemen:
We have acted as counsel for Red Metal Resources Ltd., a Nevada corporation (the Company), in connection with the preparation of a Registration Statement on Form S-1, as amended, (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (Act), relating to the public sale of 15,000,000 shares of common stock (the Shares), $0.001 par value per share (the Common Stock), offered for resale by certain selling stockholders. This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-K under the Act.
In connection with rendering the opinion as set forth below, we have reviewed (a) the Registration Statement and the exhibits thereto: (b) the Companys Articles of Incorporation, as amended; (c) the Companys Bylaws; (d) certain records of the Companys corporate proceedings as reflected in its minute books, and (e) 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. 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.
We are opining herein as to the effect on the subject transaction only of the Nevada Revised Statutes, Chapter 78 Private Corporations, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other state, federal, or foreign laws, or as to any matters of municipal law or the laws of any local agencies within any state.
Board of Directors
Red Metal Resources Ltd.
October 11, 2013
Page 2
Based upon the foregoing, we are of the opinion that the Shares included in the Registration Statement for sale by the selling stockholders, when issued, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement. In giving this consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Richardson & Patel LLP
RICHARDSON & PATEL LLP