MICHAEL GOLIGHTLY
268 West 400 South
Suite 300
Salt Lake City, Utah 84101
Attorney at Law Telephone: (801) 575-8073 ext 152
Admitted in Texas and Utah Facsimile: (801) 521-2081
September 27, 2000
Board of Directors
Golden Opportunity Development Corporation
C/O Richard D. Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
To the Board of Directors of Golden Opportunity Development Corporation
Golden Opportunity Development Corporation, a Nevada corporation (the
"Company"), has informed me of its intention to file with the Securities and
Exchange Commission ("SEC"), on or about September 27, 2000, a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning the registration of 300,000 shares (the
"Shares") of the Company's common stock, $0.001 par value ("Common Stock"),
issued pursuant to an employee benefit plan (the "Plan"). In connection with the
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of such Shares.
This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.
You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration and
that the Shares issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan, will be
validly issued, fully paid and non-assessable by the Company. This Opinion is
conditioned upon the above requirements being met.
The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:
A. I expressly except from the opinion set forth herein any opinion or
position as to whether or to what extent a Nevada court or any other
court would apply Nevada law, or the law of any other state or
jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of the opinion herein contained.
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B. In expressing the opinion set forth herein, I have assumed the
authenticity and completeness of all corporate documents, records and
instruments provided to me by the Company and its representatives. I
have assumed the accuracy of all statements of fact contained therein.
I have assumed that all information and representations made or
provided to me by the Company or its authorized representatives is
correct and that there are shares available to be issued pursuant to
the Plan. I have further assumed the genuineness of signatures (both
manual and conformed), the authenticity of documents submitted as
originals, the conformity to originals of all copies or faxed copies
and the correctness of all such documents.
C. In rendering the opinion that the shares of Common Stock to be
registered pursuant to Form S-8 and issued under the Plan will be
validly issued, fully paid and non-assessable, I assumed that: (1) the
Company's board of directors has exercised good faith in establishing
the value paid for the Shares; (2) all issuances and cancellation of
the Capital Stock of the Company will be fully and accurately
reflected in the Company's Stock Records as provided by the Company's
transfer agent; and (3) the consideration, as determined by the
Company's board of directors, to be received in exchange for each
issuance of Common Stock of the Company will have been paid in full
and actually received by the Company when the Shares are actually
issued.
D. I expressly except from the opinion set forth herein any opinion
concerning the need for compliance by any party, and in particular by
the Company, with the provisions of the securities laws, regulations,
and/or rules of the United States of America, the State of Nevada or
any other jurisdiction with regard to any other issue not expressly
addressed herein, which exclusion shall apply, but not be limited to,
the subsequent tradeability of the Shares on either state or Federal
level.
E. In rendering the opinion that Form S-8 is available, I have assumed
that the Company is satisfying the various substantive requirements of
Form S-8 and I expressly disclaim any opinion regarding the Company's
compliance with such requirements, whether they be of federal or state
origin.
F. The opinion contained in this letter is rendered as of the date
hereof, and I undertake no and disclaim any, obligation to advise you
of any changes in or any new developments which might affect any
matters or opinions set forth herein.
This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.
Very truly yours,
/s/ Michael Golightly
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Michael Golightly
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