NORTON * LIDSTONE, P.C.
ATTORNEYS AT LAW
The Quadrant, Suite 850
5445 DTC Parkway
Englewood, Colorado 80111-3053
Michael J. Norton
Herrick K. Lidstone, Jr.
Gregory C. Graf Telephone: (303) 221-5552
Richard W. Mitchell Facsimile: (303) 221-5553
Kristen C. Habinak [email protected]
July 14, 2000
Golden Eagle International, Inc.
12401 South 450 East
Building D2, Suite A
Salt Lake City, Utah 84020
Re: Registration Statement on Form S-8
Registration No. 333-_______
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement (the
"Registration Statement") filed by Golden Eagle International, Inc., a
Colorado corporation (the "Company"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations thereunder as amended through the date hereof, I
have been requested to render my opinion as to the legality of the 20,000,000
shares of the Company's common stock (the "Common Stock") which are covered by
the Registration Statement and may be issued as compensation, stock bonuses,
or upon the exercise of stock options (the "Securities").
In connection with this opinion, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement (including all amendments thereto); (ii) the Articles of
Incorporation and the By-laws of the Company, each as amended to date; and
(iii) records of certain of the Company's proceedings relating to, among other
things, the issuance and sale of the Securities. In addition, I have made such
other examinations of law and facts as I considered necessary in order to form
a basis for the opinions hereunder expressed.
In my examination of the aforesaid documents, I have assumed, without
independent investigation, the genuineness of all signatures, the
enforceability of the documents against each party thereto other than the
Company, the authenticity of all documents submitted to me as originals, the
conformity to the original documents of all documents submitted to me as
certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents, the authenticity of all such latter documents
and the legal capacity of all individuals who have executed any of the
documents I have reviewed.
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NORTON * LIDSTONE, P.C.
Golden Eagle International, Inc.
July 14, 2000
Page 2
In expressing the opinions set forth herein, I have relied upon
representations as to factual matters contained in certificates of officers of
the Company.
Based upon the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, I am of the opinion that the Securities have
been duly authorized and when paid for, issued and delivered in accordance
with the terms of the Golden Eagle International, Inc. 2000 Employee and
Consultant Stock Compensation Plan, the Securities will be validly issued,
fully paid and nonassessable.
The foregoing opinions are limited to the laws of the State of Colorado.
My opinion is rendered only with respect to the laws, and the rules,
regulations and orders thereunder which are currently in effect.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Norton Lidstone, PC
Norton * Lidstone, P.C.
