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CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
August 17, 2000
PNW CAPITAL, INC.
409 Granville Street
Suite 1010
Vancouver, British Columbia, Canada V6C 1T2
RE: Registration Statement on Form S-8
(S.E.C. File No. 333- _________)
covering the Public Offering of
Common Shares
Gentlemen:
I have acted as counsel for PNW Capital, Inc. (the "Company"),
in connection with registration by the Company of an aggregate of
10,000,000 Common Shares, par value $0.001 per share, underlying
Options to be issued to employees, directors, officers and/or others
of the Company (the "Options"), all as more fully set forth in the
Registration Statement on Form S-8 POS to be filed by the Company.
In such capacity, I have examined, among other documents, the
Articles of Incorporation, as amended, Bylaws and minutes of meetings
of its Board of Directors and shareholders, and the Non-Qualifying
Stock Option Plan of the Company.
Based upon the foregoing, and subject to such further
examinations as I have deemed relevant and necessary, I am of the
opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
2. The Options and underlying Common Shares have been legally
and validly authorized under the Articles of Incorporation, as
amended, of the Company, and when issued and paid for upon exercise
of the Options, the Common Shares underlying the Options will
constitute duly and validly issued and outstanding, fully paid and
nonassessable, Common Shares of the Company.
Yours truly,
/s/ Conrad C. Lysiak
Conrad C. Lysiak
