1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
October 23, 1997
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Maxam Gold Corporation
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Maxam Gold Corporation (the "Company") is a duly and
legally organized and exiting Utah state corporation, with its
registered office located in Salt Lake City, Utah and its
principal place of business located in East Peoria, Illinois.
The Articles of Incorporation and corporate registration fees
were submitted to the Utah Secretary of State's office and filed
with the office on August 7, 1974. The Company's existence and
form is valid and legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Utah
corporate entity. The Company has one class of Common Stock at
this time. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the
non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in
legal form and in compliance with the laws of the state of Utah,
and when such stock was issued it was fully paid for and
non-assessable. The warrants and/or common stock to be sold
under this Form SB-2 Registration Statement are likewise legal
under the laws of the state of Utah, and the common stock to be
issued upon the exercise of the warrants common stock, when
exercised, will be legally issued, fully paid for and
non-assessable.
2
Securities and Exchange Commission
RE: Maxam Gold Corporation
October 23, 1997
3. To my knowledge, the Company is not a party to any legal
proceedings nor are there any judgments against the Company, nor
are there any actions or suits filed or threatened against it or
its officers and directors, in their capacities as such, other
than as set forth in the registration statement. I know of no
disputes involving the Company and the Company has no claims,
actions or inquires from any federal, state or other governmental
agency, other than as set forth in the registration statement. I
know of no claims against the Company or any reputed claims
against it at this time, other than as set forth in the
registration statement.
4. The Company's outstanding shares are all common shares.
There are no liquidation preference rights held by any of the
shareholders upon voluntary or involuntary liquidation of the
Company.
5. The directors and officers of the Company are
indemnified against all costs, expenses, judgments and
liabilities, including attorney's fees, reasonably incurred by or
imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which
the officer or director is or may be made a party by reason of
his being or having been such a director or officer. This
indemnification is not exclusive of other rights to which such
director or officer may be entitled as a matter of law.
6. All tax benefits to be derived from the Company's
operations shall inure to the benefit of the Company.
Shareholders will receive no tax benefits from their stock
ownership, however, this must be reviewed in light of the Tax
Reform Act of 1986.
7. By director's resolution, the Company is authorized
the issuance of up to 9,109,172 Warrants to purchase 9,109,172
shares of Common Stock and 9,109,172 shares of Common Stock.
The Company's Articles of Incorporation presently provide
the authority to the Company to issue 100,000,000 shares of
Common Stock, $0.00001 par value. Therefore, a Board of
Directors' Resolution which authorized the issuance for sale of
up to 9,109,172 Warrants to purchase 9,109,172 shares of Common
Stock thereunder, would be within the authority of the Company's
directors and would result in the legal issuance of said shares.
Yours truly,
/s/ Conrad C. Lysiak