Published on March 10, 2005
Gary R. Henrie Attorney at Law
1688 E. 1460 N.
Logan, Utah 84341
Telephone: (702) 616-3093
Facsimile: (435) 753-1775
E-mail: grhlaw@comcast.net
March 10, 2005
Board of Directors
Custom Branded Networks, Inc.
821 E. 29th
North Vancouver, B.C. V7K 1B6
Re: 20,000,000 Shares Common Stock $.001 Par Value
Form S-8 Registration Statement
Ladies and Gentlemen:
As special securities counsel for Custom Branded Networks, Inc., a
Nevada corporation (the "Company"), you have requested my opinion in connection
with the preparation and filing with the United States Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") registering 20,000,000 shares of the Company's common stock, $.001
par value per share, for issuance pursuant to that certain 2005 Compensation
Plan for Outside Consultants (the "Plan"), which was made effective on
March 1, 2005 and which is attached to the Registration Statement as an
exhibit. The contents of the Registration Statement, with exhibits thereto,
are hereby incorporated by reference.
I have examined such records and documents and made such examination of
law as I have deemed relevant in connection with this opinion. Based on the
foregoing, and subject to the caveat identified below, I am of the opinion that
the 20,000,000 shares covered by said Registration Statement, when issued in
accordance with the terms of the Plan and the Prospectus forming a part of the
Registration Statement, will be legally issued, fully-paid and non-assessable.
Moreover, my opinion is limited to the due issuance of such shares covered by
the Registration Statement and the Plan that are issued for services deemed to
be permissible pursuant to SEC Release No. 33-7647 (February 25, 1999).
I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. The undersigned does further disclose
that the Company and the undersigned, may subsequently agree that the
undersigned shall receive shares of the Company's Common Stock issuable under
the Plan as compensation for services described in a certain written agreement
entered into by and between the Company and the undersigned.
Sincerely,
/s/ Gary R. Henrie
Gary R. Henrie