EXHIBIT (23)(a)                Gilbert L. McSwain
                                Attorney-at-Law

                         1660 So. Albion St. Suite 309
                             Denver, Colorado 80222
                              Tel. (303) 753-8805
                               Fax (303) 758-9203

                                October 14, 1997

Gateway American Properties Corporation
9145 E. Kenyon Avenue, Suite 200
Denver, Colorado 80237

Gentlemen:

      I  have  acted  as  special  counsel  for  Gateway   American   Properties
Corporation,  a Colorado  corporation  ("Company")  in connection  with a public
offering  of  securities  to be  offered  and sold  pursuant  to a  Registration
Statement on Form SB-2  ("Registration  Statement")  to be filed with the United
States  Securities and Exchange  Commission under the Securities Act of 1933, as
amended ("Act").

      As a part of this assignment I have issued a written opinion dated October
8, 1997  ("Opinion")  as to the  legality  and  validity of the  issuance of the
securities to be included in the Registration Statement.

      I  hereby  consent  to  the  use  of  the  Opinion  as an  Exhibit  to the
Registration  Statement and to the reference to my name under the heading "Legal
Matters" in the Prospectus and Alternative Prospectus constituting a part of the
Registration Statement.

Very truly yours,

/s/ Gilbert L. McSwain

Gilbert L. McSwain
Attorney-at-Law