EXHIBIT 5.1
GIBSON, HAGLUND & PAULSEN
Attorneys
Utah Office California Office
Jordan Commons, Suite 900 Jamboree Center
9350 South 150 East 2 Park Plaza, Suite 450
Sandy, Utah 84070 Irvine, California 92614
(801) 501-7800 (949) 752-1100
Facsimile (801) 501-7844 Facsimile (949) 752-1144
Utah Office
January 16, 2002
Cedar Mountain Distributors, Inc.
1236 East Frontier Lane
Olathe, Kansas 66062
Re: Registration of Shares of Common Stock on Form SB-2
Gentlemen:
We have examined a copy of the Registration Statement on Form SB-2 (the
"Registration Statement") filed on July 10, 2001, as amended on January 5, 2002,
SEC file number 333-64840, of Cedar Mountain Distributors, Inc., a Nevada
corporation (the "Company"), for the registration under the Securities Act of
1933, as amended, of 200,000 shares of the Company's Common Stock, par value
$.001 per share (the "Shares"). We have also examined the Certificate of
Incorporation of the Company, and such other corporate records and other
documents as we have deemed necessary in order to express the opinion set forth
below.
We are of the opinion that, upon payment in full of the price therefor,
and upon issuance, the Shares will have been duly authorized, legally issued,
fully paid and nonassessable shares of Common Stock of the Company under the
laws of the State of Nevada, where the Company is incorporated.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Edward B. Paulsen
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Gibson, Haglund & Paulsen
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