EXHIBIT 5.1
WORKLAND & WITHERSPOON, PLLC
ATTORNEYS AT LAW
Peter A. Witherspoon
714 Washington Mutual Financial Center
Of Counsel:
Gary D. Brajcich
601 West Main Avenue
James J. Workland
Gregory B. Lipsker
Spokane, Washington 99201-0677
Gary C. Randall†
Eric J. Sachtjen*
Telephone: (509) 455-9077
James A. McPhee†
Facsimile: (509) 624-6441
Lawrence W. Garvin
Steven Wee
†Also Admitted in Idaho
Michael A. Agostinelli
*Also Admitted in Alaska
September 4, 2007
Board of Directors
Gold Crest Mines, Inc.
10807 East Montgomery Ave., Suite #1
Spokane, WA 99206
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Gold Crest Mines, Inc., a Nevada corporation (the "Company"), in connection with its Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering an aggregate 12,000,000 shares (the "Shares") of the Company's Common Stock, $.001 par value (the "Shares"), issuable pursuant to the Gold Crest Mines, Inc. 2007 Stock Plan.
In connection therewith, and arriving at the opinion as expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinion expressed herein.
In connection with our examination, we have assumed the genuineness of the signatures, the authenticity of all documents tendered to us as originals, the legal capacity of natural persons and the conformity to original documents of all documents submitted to us as certified, conformed, Photostat or facsimile copies.
Based on the foregoing, and subject to the qualifications and limitations set forth herein, it is our opinion that the Shares, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement. It is not to be used, circulated, quoted or otherwise referred to for any other purpose. Other than the Company and the Staff of the Securities and Exchange Commission, no one is entitled to rely on this opinion.
Very truly yours,
Workland & Witherspoon, PLLC
/s/ Gregory B. Lipkser
By:
Gregory B. Lipsker, Esq.