EX-5.1 4 cmw1409a.htm OPINION
EXHIBIT (5.1)   

FOLEY & LARDNER LLP
ATTORNEYS AT LAW
ONE MARITIME PLAZA, SIXTH FLOOR
SAN FRANCISCO, CA 94111-3409
415.434.4484  TEL
415.434.4507  FAX
www.foley.com

  May 6, 2005      CLIENT/MATTER NUMBER
056508-0101

Flexible Solutions International, Inc.
2614 Queenswood Drive
Victoria, B.C. V8N 1 x 5

  Re: Registration Statement on Form S-3 With Respect To 1,800,000 Common Shares

Ladies and Gentlemen:

        We have acted as counsel to Flexible Solutions International, Inc. (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 1,800,000 shares of its common stock, $.001 par value per share (the “Registered Shares”), which may be sold by the selling shareholders named in the prospectus included in the Registration Statement (the “Selling Shareholders”). The Registered Shares consist of (i) 900,000 shares of common stock (the “Shares”) issued in connection with the Securities Purchase Agreement dated as of April 8, 2005, by and among the Company and the purchasers named in the signature pages thereto (the “Purchase Agreement”) and (ii) up to 900,000 shares of common stock (the “Warrant Shares”) issuable upon exercise of warrants (the “Warrants”) issued under the Purchase Agreement. We have examined the Purchase Agreement, the Warrants, the Registration Statement and such documents and records of the Company as we have deemed necessary for the purpose of this opinion.

        In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such copies.

        Based upon the foregoing, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable, and the Warrant Shares, when issued upon due and proper exercise of the Warrants in accordance with the terms thereof and upon due execution by the Company and registration by its registrar of the Warrant Shares, will be validly issued, fully paid and nonassessable.


Flexible Solutions International, Inc.
May 6, 2005
Page 2

        Please note that we are opining only as to the matters set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules and regulations, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendment thereto, including any and all post-effective amendments, and to the reference to our firm in the prospectus of the Registration Statement under the heading “Validity of Common Stock.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,


/s/ Foley & Lardner LLP