(Letterhead of Cletha Walstrand, Esq.)
November 13, 2000
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of NPC Holdings, Inc., a Nevada corporation (the
"Registrant"), SEC File No. 0-08536, to be filed on or
about November 13, 2000, covering the registration
and issuance of 200,000 shares of common stock to one
individual consultant
Ladies and Gentlemen:
I hereby consent to be named in the above referenced
Registration Statement, and to have my opinion appended as an exhibit
thereto.
Very truly yours,
/s/ Cletha A. Walstrand
Attorney at Law
