October 19, 1995
   

USMX, INC.
141 Union Blvd., Suite 100
Lakewood, CO 80228


Gentlemen:

     We have acted as counsel for USMX, Inc., a Delaware corporation (the
"Company") in connection with the registration on Form S-8 under the Securities
Act of 1933, as amended, of the issuance of 800,000 shares of the Company's
$.001 par value common stock (the "Common Stock").

     We have examined the Certificate 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 genuiness 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 800,000 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 purposes.

                                   Very truly yours,



                                   BEARMAN TALESNICK & CLOWDUS
                                    Professional  Corporation