EXHIBIT 5.1
[Letterhead of Tad Mailander, Esq.]
October 4, 2000
Great Basin Water Company
2950 E. Flamingo Road, Suite F
Las Vegas, NV 89121
Ladies and Gentlemen:
You requested that I render an opinion as to the legality of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), on behalf of Great Basin Water Company (the
"Company"), relating to an aggregate of 1,500,000 shares of the Company's
Common Stock, $0.001 par value, said shares to be issued to various
individuals providing services to the Company under written compensation
agreements.
As you are aware, a portion of the shares to be issued pursuant to the
Registration Statement are to be issued to me for prospective services
rendered to the Company. Further, and as you are also aware, no services to be
performed and billed to you by this office are in any way related to "capital
raising" transactions paid for by securities issued pursuant to this
Registration Statement or my written compensation agreement thereunder.
In connection with rendering my opinion, which is set forth below, I have
reviewed and examined originals or copies of the following documents, to wit:
1. Articles of Incorporation of the Company, along with any amendments
thereto.
2. The Company's By-Laws.
3. The Registrant's Second Amended Form 10-SB filed on September 19,
2000, and the Registrant's Quarterly Report on Form 10-QSB for the
quarters ended March 31, 2000 and June 30, 2000.
4. The consent of the Board of Directors agreeing to entering into
written compensation agreements, and the issuance of this
Registration Statement.
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I have also examined such corporate records, other documents, and such
questions of law as I have considered necessary or appropriate for the
purposes of this opinion. In all instances, I have assumed the genuineness of
all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity with the original
documents of all documents submitted to me as certified or photostatic copies,
and the authenticity of the originals of such copies. I have further assumed
that the recipients of these securities under the Registration Statement are
performing services consistent with the Act and the Form S-8 and that none of
the services performed by the recipients shall be related to capital raising
transactions.
Based on the foregoing, and in reliance thereon, it is my opinion that
all necessary corporate proceedings by the Company have been duly taken to
authorize the issuance of the Shares pursuant to the Compensation and
Consulting Agreements covered by the Form S-8, and that the Shares being
registered pursuant to the Registration Statement, when issued and earned
under the Compensation and Consulting Agreements will be duly authorized,
validly issued, fully paid and non-assessable.
This opinion is expressly limited in scope to the securities described
herein and which are to be expressly covered by the Registration Statement,
and does not cover any subsequent issuances of any securities made in the
future pursuant to any other plans, if any, pertaining to services performed
in the future. Any such transactions are required to be included in a new
registration statement or a post-effective amendment to the above referenced
Registration Statement, which will be required to include a new or revised
opinion concerning the legality of the securities to be issued.
Further, insofar as this opinion refers to the corporate laws of the
State of Nevada, and the securities laws, rules and regulations of the United
States, I express no opinion with respect to the laws, regulations or rules of
any other jurisdiction.
I consent to the filing of this opinion with the Commission as an exhibit
to the above referenced Registration Statement; however, this opinion is not
to be used, circulated, quoted or otherwise referred to for any other purpose
without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of the
date hereof and I assume no duty to communicate with you with regard to any
matter which may hereafter come to my attention.
Very truly yours,
/s/ Tad Mailander, Esq.
Tad Mailander, Esq.
