EX-5 4 lglopltrrecapstockconslt.txt Cane & Company, LLC Affiliated with ORT Law Corporation of Vancouver, British Columbia, Canada _____________________________ Michael A. Cane* Stephen F.X. O'Neill ** Gary R. Henrie+ Leslie L. Kapusianyk** Michael H. Taylor*** Preston R. Brewer++ Ronald N. Serota Christine S. Beaman Telephone: (702) 312-6255 Facsimile: (702) 944-7100 E-mail: telelaw@msn.com 2300 West Sahara Avenue Suite 500 - Box 18 Las Vegas, NV 89102 March 11, 2002 RRUN Ventures Network, Inc. 62 W. 8th Avenue, 4th Floor Vancouver, British Columbia, Canada V5Y 1M7 Attention: Ray A. Hawkins Re: RRUN Ventures Network, Inc., Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel for RRUN Ventures Network, Inc, a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of certain shares of the Company's common stock ("the Shares")issued through its Business Consulting Agreement with Mr. Whalen and Mr. Meyer (the "Agreement"). This opinion is being furnished pursuant to Item 601(b)(5) of Regulation S-K under the Act. In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits 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; 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. Members of our firm are admitted to the practice of law in the State of Nevada and we express no opinion as to the laws of any other jurisdiction. Based upon and subject to the foregoing, we are of the opinion that under Nevada law, when (i) the Registration Statement becomes effective, (ii) the consultants have performed the consideration as required by the Agreement, (iii) the Shares are issued pursuant to the terms of the Agreement, and (iv) certificates representing the Shares are duly executed, RRUN Ventures Network, Inc. March 11, 2002 Page 2 countersigned, registered and delivered, then the Shares will be duly authorized, validly issued, fully paid and non-assessable. Very truly yours, CANE AND COMPANY, LLC /s/ Michael A. Cane _____________________________ Michael A. Cane, attorney and Managing Member RRUN Ventures Network, Inc. March 11, 2002 Page 3 We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to all references to this Firm under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, CANE AND COMPANY, LLC /s/ Michael A. Cane _____________________________ Michael A. Cane, attorney and Managing Member