EXHIBIT 5.1
DENNIS BROVARONE
ATTORNEY AND COUNSELOR AT LAW
18 Mountain Laurel Drive
Littleton, Colorado 80127
Phone: 303 466 4092 / Fax: 303 466 4826
August 1, 2000
Board of Directors
Apolo Gold Inc.
Re: Registration Statement on Form S-8
Gentlemen:
You have requested my opinion as to the legality of the issuance by Apolo
Gold Inc., (the "Corporation") of up to 5,000,000 shares of Common Stock (the
"Shares") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or before July 24, 2000.
Pursuant to your request I have reviewed and examined:(1).The Articles of
Incorporation of the Corporation, as amended (the "Articles"); (2). The Bylaws
of the Corporation, as certified by the Secretary of the Corporation; (3). The
minute book of the Corporation; (4). A copy of certain resolutions of the Board
of Directors of the Corporation; (5). The Registration Statement; (6).The
Corporation's Stock Option Plan covered by the Registration Statement; and (7).
such other matters as I have deemed relevant in order to form my opinion.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that the Shares, if issued as described in the
Registration Statement will have been duly authorized, legally issued, fully
paid and non-assessable.
This opinion is furnished by me as counsel to the Corporation and is solely
for your benefit. My opinion is subject to the qualification that no opinion is
expressed herein as to the application of state securities or Blue Sky laws.
Not withstanding the above, I consent to the use of this opinion in the
Registration Statement.
Very truly yours,
/s/ DENNIS BROVARONE
--------------------
Dennis Brovarone
<PAGE>
