<PAGE> 46.1
EXHIBIT 5.2
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
November 2, 2000
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Aberdene Mines Limited
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Aberdene Mines Limited (the "Company") is a duly and
legally organized and exiting Nevada state corporation, with its
registered office located in Las Vegas, Nevada and its principal
place of business located in Vancouver, British Columbia, Canada.
The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State's office and
filed with the office on January 20, 2000. The Company's
existence and form is valid and legal pursuant to the
representation above.
2. The Company is a fully and duly incorporated Nevada
corporate entity. The Company has one class of Common Stock at
this time. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the
non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in
legal form and in compliance with the laws of the State of
Nevada, and when such stock was issued it was fully paid for and
non-assessable. The common stock to be sold under this Form SB-2
Registration Statement is likewise legal under the laws of the
State of Nevada.
3. To my knowledge, the Company is not a party to any legal
proceedings nor are there any judgments against the Company, nor
are there any actions or suits filed or threatened against it or
its officers and directors, in their capacities as such, other
than as set forth in the registration statement. I know of no
disputes involving the Company and the Company has no claim,
<PAGE> 46.2
Securities and Exchange Commission
RE: Aberdene Mines Limited
November 2, 2000
Page 2
actions or inquires from any federal, state or other government
agency, other than as set forth in the registration statement. I
know of no claims against the Company or any reputed claims
against it at this time, other than as set forth in the
registration statement.
4. The Company's outstanding shares are all common shares.
There are no liquidation preference rights held by any of the
Shareholders upon voluntary or involuntary liquidation of the
Company.
5. The directors and officers of the Company are
indemnified against all costs, expenses, judgments and
liabilities, including attorney's fees, reasonably incurred by or
imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which
the officer or director is or may be made a party by reason of
his being or having been such a director or officer. This
indemnification is not exclusive of other rights to which such
director or officer may be entitled as a matter of law.
6. By director's resolution, the Company has authorized
the issuance of up to 2,000,000 shares of Common Stock.
7. The Company's Articles of Incorporation presently
provide the authority to the Company to issue 100,000,000 shares
of Common Stock, $0.00001 par value. Therefore, a Board of
Directors' Resolution which authorized the issuance for sale of
up to 2,000,000 shares of Common Stock, is within the authority
of the Company's directors and the shares, when sold, will be
validly issued, fully paid and non-assessable.
Yours truly,
/s/ Conrad C. Lysiak
