<PAGE> 9
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 15, 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 5,000,000 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 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
