EX- 5.1
December 4, 2000
North Lily Mining Company
1800 Glenarm Place, Suite 210
Denver, Colorado 80202
Gentlemen and Ladies:
We have acted as counsel for North Lily Mining Company (the "Company") in
connection with the registration on Form S-8 under the Securities Act of 1933,
as amended, of the issuance of up to 2,700,000 shares of the Company's $.l0 par
value common stock (the "Common Stock"), consisting of up to 2,000,000 shares
that may be issued pursuant to the Company's Retainer Stock Plan (the "Plan")
and up to 700,000 shares that may be issued to Pinnacle Performance Fund, Inc.
for consulting services pursuant to the Management Consulting Agreement with the
Company dated April 15, 2000.
We have examined the Articles Of Incorporation and the Bylaws of the
Company, as amended, together with the record of its corporate proceedings
concerning the registration described above. In addition, we have examined such
other certificates, agreements, documents and papers, and we have made such
other inquiries and investigations of law as we have deemed appropriate and
necessary in order to express the opinion set forth in this letter. In our
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, photostatic, or
conformed copies and the authenticity of the originals of all such latter
documents. In addition, as to certain matters we have relied upon certificates
and advice from various state authorities and public officials, and we have
assumed the accuracy of the material and the factual matters contained herein.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the 2,700,000 shares of
Common Stock, the issuance of which is being registered by the Company, if and
when sold and delivered as described in the Company's Registration Statement on
Form S-8 (the "Registration Statement"), will have been duly authorized and
legally issued, and will constitute fully paid and nonassessable shares of the
Company's Common Stock.
We hereby consent (a) to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as the
attorney's passing, on behalf of the Company, upon the validity of the issuance
of the Common Stock, and (b) to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is to be used solely for the purpose of the registration of
the Common Stock and may not be used for any other purpose.
Very truly yours,
PATTON BOGGS LLP
