In connection with the proposed issuance and sale by Golden Panther 
Resources, 
Ltd., a Nevada corporation (the "Corporation") pursuant to the Golden Panther 
Resources, Ltd. 1997 Stock Incentive Plan for Directors, Officers and 
Employees (the "Plan") of up to 3,045,000 additional shares of its authorized 
but unissued common stock, par value $0.001 per share (the "Stock"), I have 
examined, among other things, the Registration Statement on Form S-8, 
including the prospectus, which is to be filed under the Securities Act of 
1933 (the "Registration Statement").

I am of the opinion that when (i) the Board of Directors of the Corporation 
shall have duly authorized the issuance and sale of the Stock pursuant to the 
Plan, and (ii) the Registration Statement shall have become effective, the 
Stock will, when so sold, be validly issued, fully paid and non-assessable.

Based on the provisions of the Plan, it is also my opinion that the 
participants of the employees of the Corporation in the Plan, which are also 
being registered pursuant to the Registration Statement, will be valid, fully 
paid and non-assessable rights of such employees in accordance with and 
subject to the terms and provisions of the Plan.

I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement as presently to be filed or thereafter amended, and to 
the use of my name under the caption "Legal Opinions" in the Prospectus 
included in the Registration Statement.  In giving this consent I do not 
thereby admit that I am within the category of persons whose consent is 
required under Section 7 of the Securities Act of 1933 or the rules and 
regulations of the Securities and Exchange Commission.

/s/ W. Scott Lawler
W. Scott Lawler, Esq.