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EXHIBIT 5.(II)
ALVERSON, TAYLOR, MORTENSEN
NELSON & SANDERS
LAWYERS
7401 West Charleston Boulevard
Las Vegas, Nevada 89117-1401
(702) 384-7000
Fax (702) 385-7000
January 26, 1998
Nevada Manhattan Mining Incorporated
5038 N. Parkway Calabasas, Suite 100
Calabasas, California 91302
Re: Organization and status of
Nevada Manhattan Mining Incorporated
Our File No.: 10177
Nevada Manhattan Mining Incorporated ("Nevada Manhattan") has requested
that we render this opinion as to the organization and good standing of the
corporation in the state of Nevada. This opinion is only for the use of Nevada
Manhattan to demonstrate the compliance of its corporation with applicable
Nevada statutes governing the organization and status of corporations.
We confirm the following:
1) We do not have any financial interest in Nevada Manhattan or its
assets other than fees for legal services performed by us, payment for
which has been provided; and
2) Other than as counsel for Nevada Manhattan, we have no interest in
Nevada Manhattan and do not serve as a director, officer or an
employee of the corporation. We have no undisclosed interest in the
subject matters of this opinion.
The opinions expressed herein are based on an analysis of existing Nevada
statutes. uch opinions may be affected by actions taken or events occurring
after the date hereof. We have not undertaken to determine, or to inform any
person, whether any such actions or events are taken or occur. With the delivery
of this opinion, our engagement with respect to the organization of Nevada
Manhattan has concluded. In examining the documents and signatures presented to
us, we have assumed the genuineness of all documents and signatures presented to
us. We have not undertaken to independently verify the accuracy of the factual
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matters represented, warranted or certified therein. We have not been requested
to investigate or verify, and have not investigated or verified, any records,
data or other material relating to Nevada Manhattan or its financial condition
and we have not assumed any responsibility, and we express no opinion, with
respect thereto.
This opinion is based on our knowledge and examination of the specific
documents listed below, copies of which are attached hereto.
1) Certificate of Existence with Status in Good Standing executed by the
Secretary of State for the State of Nevada on November 19, 1997;
2) Articles of Incorporation of Epic Enterprises Ltd., later known as
Nevada Manhattan, filed on June 10, 1985;
3) Certificate of Amendment to Articles of Incorporation of Epic
Enterprises Ltd. filed on September 11, 1987;
4) Certificate of Amendment to Articles of Incorporation of Nevada
Manhattan Mining Incorporated filed on October 26, 1987;
5) Certificate of Amendment of Articles of Incorporation of Nevada
Manhattan Mining Incorporated filed on May 12, 1995;
6) Certificate of Amendment of Articles of Incorporation of Nevada
Manhattan Mining Incorporated filed on August 31, 1995; and
7) Certificate of Determination of Preferences of Series A Preferred
Stock of Nevada Manhattan Mining Incorporated, pages 1 and 2 of 9
pages, filed on October 25, 1995.
The words "our knowledge" signify that in the course of our representation of
Nevada Manhattan no facts have come to our attention that would give us actual
knowledge or actual notice that any such opinions or other matters are not
accurate. Except as otherwise stated in this opinion, we have undertaken no
independent investigation or verification of such matters.
Based on the foregoing, it is our opinion that:
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1) Nevada Manhattan is a properly organized corporation under the
applicable laws of the State of Nevada, see Items 2 and 3 above; and
2) Nevada Manhattan is a corporation in good standing with the Secretary
of State for the State of Nevada, see Item 1 above;
This opinion is delivered to you pursuant to your request. This opinion may
not be relied upon by any other party, nor may copies be delivered or furnished
to any other party, nor may all or portions of this opinion be quoted,
circulated or referred to in any other documents without our prior written
consent.
Sincerely,
ALVERSON, TAYLOR, MORTENSEN,
NELSON & SANDERS
Erven T. Nelson