<PAGE>1
As filed with the Securities and Exchange Commission on January
30, 1996
Registration No. 33-________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
NORTH LILY MINING COMPANY
(Exact name of registrant as specified in its charter)
Utah 87-0159350
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
Suite 210, 1800 Glenarm Place, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
Consulting Agreement dated January 11, 1996
Consulting Agreement dated January 19, 1996
(Full title of the plan)
Stephen E. Flechner
North Lily Mining Company
Suite 210, 1800 Glenarm Place
Denver, Colorado 80202
(Name and address of agent for service)
(303) 294-0427
(Telephone number, including area code, of agent for service)
COPIES TO:
Law Offices of Fay M. Matsukage
Stanford Place 3, Suite 201
4582 South Ulster Street Parkway
Denver, Colorado 80237
(303) 721-9495
Exhibit index on consecutive page _____ Consecutive page 1 of
_____
1
<PAGE>2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount to offering aggregate Amount of
securities be price per offering registration
to be registered unit price (1) fee
registered (1)
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 450,000 $.109375 $49,218.75 $100.00 (2)
Shares,
$.10 par
value,
under
Consulting
Agreements
---------------------------------------------------------------
<FN>
<F1>
(1) Calculated based on Rule 457(h). Average of the closing
bid and asked prices as of January 23, 1996.
<F2>
(2) Minimum fee being paid pursuant to Section 6(b) of the
Securities Act of 1933.
</TABLE>
2
<PAGE>3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in
this registration statement:
(a) Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended; and
(b) Registrant's quarterly reports on Form 10-Q for the
fiscal quarters ended March 31, 1995, June 30, 1995, and
September 30, 1995, and all other reports, if any, filed by the
Registrant pursuant to Section 13(a) of the Securities Exchange
Act of 1934 since the end of the fiscal year ended December 31,
1994.
(c) The Registrant filed a registration statement on
Form 8-B under the Securities Exchange Act of 1934. However, the
description of securities contained therein incorporated by
reference to a registration statement on Form S-1. Pursuant to
Rule 12b-24 of the Commission's Rules of Practice, incorporation
by reference of documents which incorporate by reference other
information is restricted. Accordingly, the Registrant does not
incorporate by reference to the description contained in the
registration statement on Form 8-B.
All documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration
statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be
deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
While the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934, the
Registrant did not incorporate by reference a description of
securities contained in a registration statement filed under such
Act. Accordingly, the Registrant sets forth a description of the
class of securities to be offered:
The Registrant's authorized capital stock consists of
30,000,000 shares of Common Stock, $.10 par value. Holders of
the Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available
therefor. In the event of liquidation, holders of the Common
Stock are entitled to a proportionate share in any distribution
of company assets after payment of liabilities. Holders of the
Common Stock do not have preemptive rights. Each share of Common
Stock is entitled to one vote, and cumulative voting is not
permitted in the election of directors. All of the outstanding
shares of Common Stock are, and the shares being offered hereby
will be, upon issuance fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
3
<PAGE> 4
Item 6. Indemnification of Directors and Officers.
Utah corporate law, Article IX of the Registrant's Articles of
Incorporation, as amended, and Article XI of the Registrant's
Bylaws permit the Registrant to indemnify any director, officer,
former director or officer, and certain other persons against
expenses in defense of a suit to which they are parties by reason
of such office, unless they are adjudged in such suit negligent
or guilty of misconduct in the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Consecu-
Number Exhibit tive
Page Num-
ber
<S> <C> <C>
4.1 Articles of Incorporation, as amended N/A
(filed as an exhibit to the Registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1987, with an
amendment thereto filed as an exhibit to
the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31,
1988, and incorporated herein by refer-
ence)
4.2 Bylaws (filed as an exhibit to the N/A
Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31,
1983, and incorporated herein by
reference)
4.3 Consulting Agreement with A.R. Weber & ___
Associates, Inc. dated January 11, 1996
4.4 Consulting Agreement with Kelly Loder ___
dated January 19, 1996
5.1 Opinion Regarding Legality ___
23.1 Consent of Coopers & Lybrand L.L.P. ___
23.2 Consent of Fay M. Matsukage (included in N/A
Exhibit 5.1)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
4
<PAGE> 5
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Denver, State of Colorado, on January 30, 1996.
NORTH LILY MINING COMPANY
By:/s/ Stephen E. Flechner
Stephen E. Flechner
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
President (Principal
/s/ Stephen E. Executive Officer) January 26, 1996
Flechner and Director Date
Stephen E. Flechner
Executive Vice
/s/ W. Gene Webb President , January 26, 1996
W. Gene Webb Secretary, and - Date
Director
Treasurer (Principal
/s/ Nick DeMare Financial and January 26, 1996
Nick DeMare Accounting Officer) Date
Director
William C . Date
Bleimeister
12:forms-8
6
<PAGE>
EXHIBIT 4.3
CONSULTING AGREEMENT WITH A.R. WEBER & ASSOCIATES, INC.
DATED JANUARY 11, 1996
<PAGE>
ARW
A.R. WEBER & ASSOCIATES
Corporate Imaging - Broker Relations - Media Planning
BBS and Complete Internet Access
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered
into this 11th day of January, 1996, by and between A.R. Weber &
Associates, Inc., a Colorado corporation (the "Consultant"),
whose principal place of business is 10150 E. Harvard Avenue, #D-
429, Denver, Colorado 80231 and North Lily Mining Company, a Utah
corporation (the "Client") whose principal place of business is
1800 Glenarm Place, Suite 210, Denver, CO 80202.
WHEREAS
1. The Consultant is willing and capable of providing on
_best efforts_ basis various consulting and financial public
relations services for and on behalf of the Client in connection
with the Client's interactions with broker-dealers, shareholders
and members of the general public.
2. The Client desires to retain the Consultant as an
independent consultant and the Consultant desires to be retained
in that capacity upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. The Client hereby retains the
Consultant as an independent consultant to the Client and the
Consultant hereby accepts and agrees to such retention. The
Consultant shall render to the Client such services of an
advisory or consultive nature in order to inform the brokerage
community, and the general public concerning financial relations
matters relating to the Client and its business. It is the
intention of the parties that the Consultant will gather all
publicly available information relating to the Client and confer
with officers and directors of the Client in an effort to
consolidate the information obtained in summary form for
dissemination to interested parties. It is intended that the
Consultant will then distribute such information concerning the
Client to registered representatives of broker-dealers and other
person(s) who the Consultant determines, in its sole discretion,
are capable of effectively disseminating such information to the
general public. The Consultant will not provide any investment
advice or recommendations regarding the Client or anyone; rather,
the Consultant will focus on contacting persons, generally via
telephone communications and person-to-person meetings, in order
to familiarize them with
<PAGE>
information concerning the Client which the Consultant has
collected and is otherwise available to the general public.
Performance of the consulting services described herein shall be
accomplished by the Consultant.
2. Time, Place and Manner of Performance. The Consultant shall
be available for advice and counsel to the officers and directors
of the Client at such reasonable and convenient times and places
as may be mutually agreed upon. Consultant agrees to devote at
least 50% of the time and efforts of each of its employees to the
performance of its obligations under this Agreement through May
31, 1996.
3. Term of Agreement. The term of this Agreement shall be from
the date hereof until May 31, 1996 subject; however, to prior
termination as herein provided.
4. Compensation. In consideration for the services to be
provided for the Client by the Consultant, the Client hereby
agrees to compensate the Consultant by issuing to the Consultant
200,000 (pre-rollback) shares of the Client's common stock
pursuant to an S-8 Registration as follows:
a. Client agrees to issue Consultant 25,000 shares of the
Client's common stock as soon as possible prior to January 31,
1996 pursuant to an S-8 Registration.
b. Client agrees pursuant to an S-8 Registration to issue
Consultant an additional 25,000 shares by February 28, 1996, and
an additional 50,000 shares by March 31, 1996, and a final
100,000 shares by May 31, 1996, all provided Client is reasonably
satisfied with Consultant's ongoing performance (post rollback
issuances will be one-tenth the above numbers).
5. Expenses. The Client shall reimburse the Consultant on
demand for all reasonable expenses and other disbursements,
including but not limited to, travel, entertainment, mailing,
printing and postage, incurred by the Consultant on behalf of the
Client in connection with the performance of the consulting
services pursuant to this Agreement. Expenses and disbursements
in excess of $100.00 shall have the Client's prior approval.
6. Termination. This Agreement may be terminated at any time
after March 1, 1996 by Client without cause but only with 30 days
advance written notice.
7. Disclosure of Information. The Consultant recognizes and
acknowledges that it has and will have access to certain
confidential information of the Client and its affiliates that
are valuable, special and unique assets and property of the
Client and such affiliates.
The Consultant will not, during or after the term of this
Agreement, disclose, without the prior written consent or
authorization of the Client any such information to any person,
except to authorized representatives of the Consultant or its
affiliates, for any reason or purpose whatsoever. In this
regard, the Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of
statute, rule, regulation, or procedure under which the
confidentiality of the information is maintained in the hands of
the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order of administrative
process.
8. Nature of Relationship. It is understood and acknowledged by
the parties that the Consultant is being retained by the Client
in an independent capacity unless the Client shall have otherwise
consented in writing, not to enter into any agreement or incur
any obligation on behalf of the Client.
9. Conflict of Interest. The Consultant shall be free to
perform services for other persons, provided however, Consultant
shall devote at least 50% of its
<PAGE>
time and efforts to the performance of its obligations
under the Agreement. The Consultant will notify Client in
writing of its performance of consulting services for any other
person which would conflict with its obligation under this
Agreement. Upon receiving such notice, the Client may terminate
this Agreement or consent to the Consultant's outside consulting
services, failure to terminate this Agreement shall constitute
the Client's ongoing consent to the Consultant's outside
consulting activities.
10. Indemnification for Securities Law Violations. The Client
agrees to indemnify and hold harmless the Consultant and each
officer, director or controlling person of the Consultant against
any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect
thereof) to which the Consultant or such officer, director or
controlling person may become subject under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, because of actions including misrepresentations of the
Client or of its agent(s) (except Consultant).
The Consultant agrees to indemnify and hold harmless the Client
and each officer, director or controlling person of the Client
against any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect
thereof) to which the Client or such officer, director or
controlling person may become subject under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, because of actions including misrepresentations of the
Consultant or its agent(s).
11. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principal office of each party.
12. Waiver of Breach. Any waiver by the Consultant of a breach
of any provision of this Agreement by the Client shall not
operate or be construed as a waiver of any subsequent breach by
the Client.
13. Assignment. This Agreement and the rights and obligations
of the parties hereunder shall inure to the benefit of and shall
be binding upon their successors and assigns.
14. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of Colorado and
that in any action, special proceeding or other proceeding that
may be brought arising out of, in connection with or by reason of
this Agreement, the laws of the State of Colorado shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
15. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be
interpreted as if such invalid agreements or covenants were not
contained herein.
16. Entire Agreement. This Agreement constitutes and embodies
the entire understanding and agreement of the parties and
supersedes and replaces all prior understandings, agreements and
negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or
modification of any of the provisions of this Agreement shall be
valid only if made in writing and signed by the parties hereto.
Each party, from time to time, may waive any of its rights
hereunder without effecting a waiver with respect to the
subsequent occurrences or transactions hereof.
18. Counterpart. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both
of which taken together shall constitute but one and the same
document.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above
written.
CONSULTANT CLIENT
A.R. Weber & Associates, Inc. North Lily Mining
Company
By: By:
President President
/s/ Robert W. Mitchell /s/ W. Gene Webb
Robert W. Mitchell W. Gene Webb
<PAGE>
EXHIBIT 4.4
CONSULTING AGREEMENT WITH KELLY LODER
DATED JANUARY 19, 1996
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered
into this 19th day of January, 1996, by and between Mr. Kelly
Loder, a Vancouver, British Columbia resident (the "Consultant"),
whose principal place of business is 11-1861 Beach Avenue,
Vancouver, British Columbia, Canada, V6G 1Z1 and North Lily
Mining Company, a Utah corporation (the "Client") whose principal
place of business is 1800 Glenarm Place, Suite 210, Denver, CO
80202.
WHEREAS
1. The Consultant is willing and capable of providing on
"best efforts" basis various consulting and financial public
relations services for and on behalf of the Client in connection
with the Client's interactions with broker-dealers, shareholders
and members of the general public.
2. The Client desires to retain the Consultant as an
independent consultant and the Consultant desires to be retained
in that capacity upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. The Client hereby retains the
Consultant as an independent consultant to the Client and the
Consultant hereby accepts and agrees to such retention. The
Consultant shall render to the Client such services of an
advisory or consultive nature in order to inform the brokerage
community, and the general public concerning financial relations
matters relating to the Client and its business. It is the
intention of the parties that the Consultant will gather all
publicly available information relating to the Client and confer
with officers and directors of the Client in an effort to
consolidate the information obtained in summary form for
dissemination to interested parties. It is intended that the
Consultant will then distribute such information concerning the
Client to registered representatives of broker-dealers and other
person(s) who the Consultant determines, in its sole discretion,
are capable of effectively disseminating such information to the
general public. The Consultant will not provide any investment
advice or recommendations regarding the Client or anyone; rather,
the Consultant will focus on contacting persons, generally via
telephone communications and person-to-person meetings, in order
to familiarize them with information concerning the Client which
the Consultant has collected and is otherwise available to the
general public. Performance of the consulting services described
herein shall be accomplished by the Consultant.
2. Time, Place and Manner of Performance. The Consultant
shall be available for advice and counsel to the officers and
directors of the Client at such reasonable and convenient times
and
<PAGE>
places as may be mutually agreed upon. Consultant agrees to
devote at least 50% of his time and efforts to the performance of
his obligations under this Agreement through April 30, 1996.
3. Term of Agreement. The term of this Agreement shall be from
the date hereof until April 30, 1996 subject; however, to prior
termination as herein provided.
4. Compensation. In consideration for the services to be
provided for the Client by the Consultant, the Client hereby
agrees to compensate the Consultant by issuing to the Consultant
250,000 (pre-rollback) shares of the Client's common stock
pursuant to an S-8 Registration as follows:
a. Client agrees to issue Consultant 100,000 shares of the
Client's common stock as soon as possible prior to January 26,
1996 pursuant to an S-8 Registration.
b. Client agrees pursuant to an S-8 Registration to issue
Consultant an additional 50,000 shares by March 15, 1996, and a
final 100,000 shares by April 30, 1996, all provided Client is
reasonably satisfied with Consultant's ongoing performance (post
rollback issuances will be one-tenth the above numbers). These
150,000 shares will be held by John Holland of Vancouver, British
Columbia as escrow agent for delivery pursuant to Client's
instructions as above provided; Client and Consultant will hold
Mr. Holland harmless.
5. Expenses. The Client shall reimburse the Consultant on
demand for reasonable expenses and other disbursements, including
but not limited to, travel, entertainment, mailing, printing and
postage, incurred by the Consultant on behalf of the Client in
connection with the performance of the consulting services
pursuant to this Agreement. Expenses and disbursements in excess
of $100.00 shall have the Client's prior approval.
6. Termination. This Agreement may be terminated at any time
after March 1, 1996 by Client without cause but only with 30 days
advance written notice.
7. Disclosure of Information. The Consultant recognizes and
acknowledges that it has and will have access to certain
confidential information of the Client and its affiliates that
are valuable, special and unique assets and property of the
Client and such affiliates. Consultant will trust same
confidentiality and use only for benefit of anyone but Client.
8. Nature of Relationship. It is understood and acknowledged by
the parties that the Consultant is being retained by the Client
in an independent capacity unless the Client shall have otherwise
consented in writing, not to enter into any agreement or incur
any obligation on behalf of the Client.
9. Conflict of Interest. The Consultant shall be free to
perform services for other persons, provided however, Consultant
shall devote at least 50% of its time and efforts to the
performance of its obligations under the Agreement. The
Consultant will notify Client in writing of its performance of
consulting services for any other person which would conflict
with its obligation under this Agreement. Upon receiving such
notice, the Client may terminate this Agreement or consent to the
Consultant's outside consulting services, failure to terminate
this Agreement shall constitute the Client's ongoing consent to
the Consultant's outside consulting activities.
10. Indemnification for Securities Law Violations. The parties
will indemnify each other for respective violations of securities
laws.
11. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principal office of each party.
12. Waiver of Breach. Any waiver by the Consultant of a breach
of any provision of this Agreement by the Client shall not
operate or be construed as a waiver of any subsequent breach
<PAGE>
by the Client.
13. Assignment. This Agreement and the rights and obligations
of the parties hereunder shall inure to the benefit of and shall
be binding upon their successors and assigns but shall not be
assignable without consent.
14. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of Colorado even
if brought in British Columbia.
15. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be
interpreted as if such invalid agreements or covenants were not
contained herein.
16. Entire Agreement. This Agreement constitutes and embodies
the entire understanding and agreement of the parties and
supersedes and replaces all prior understandings, agreements and
negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or
modification of any of the provisions of this Agreement shall be
valid only if made in writing and signed by the parties hereto.
Each party, from time to time, may waive any of its rights
hereunder without effecting a waiver with respect to the
subsequent occurrences or transactions hereof.
18. Counterpart. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both
of which taken together shall constitute but one and the same
document.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above
written.
CONSULTANT CLIENT
Kelly Loder North Lily Mining Company
By: By:
Executive Vice-President
/s/ Kelly Loder /s/ W. Gene Webb
Kelly Loder W. Gene Webb
<PAGE>
EXHIBIT 5.1
OPINION REGARDING LEGALITY
<PAGE>
January 26, 1996
North Lily Mining Company
1800 Glenarm Place, Suite 210
Denver, CO 80202
Gentlemen:
You have requested my opinion as special counsel for North
Lily Mining Company, a Utah corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, and the Rules and Regulations promulgated
thereunder, and the issuance by the Company of up to 450,000
shares of Common Stock issuable pursuant to the terms of a
Consulting Agreement dated January 11, 1996, between the Company
and A.R. Weber & Associates, Inc., and a Consulting Agreement
dated January 19, 1996, between the Company and Mr. Kelly Loder
(the "Agreements").
I have examined the Company's Registration Statement on Form
S-8 in the form to be filed with the Securities and Exchange
Commission on or about January 30, 1996 (the "Registration
Statement"). I further have examined the Articles of
Incorporation of the Company as certified by the Secretary of
State of the State of Utah , the Bylaws, and the minute books of
the Company as a basis for the opinion hereafter expressed.
Based on the foregoing examination and opinion, I am of the
opinion that, upon issuance in the manner described in the
Registration Statement, the shares of Common Stock covered by the
Registration Statement will be legally issued, fully paid and
nonassessable shares of the capital stock of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Fay M. Matsukage
Fay M. Matsukage
12:opinion.s-i
<PAGE>
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of North Lily Mining Company on Form S-8 of our report
dated April 13, 1995, on our audits of the consolidated financial
statements and financial statement schedules of North Lily Mining
Company as of December 31, 1994 and 1993 and for the years ended
December 31, 1994, 1993 and 1992 which report is incorporated by
reference in this Form S-8 registration statement.
/s/ Coopers & Lybrand, L.L.P.
January 24, 1996 COOPERS & LYBRAND, L.L.P.
Oakland, California
