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EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
August 31, 1999
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Paxton Mining Corporation
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Paxton Mining Corporation (the "Company") is a duly and
legally organized and exiting Nevada state corporation, with its
registered office located in Las Vegas, Nevada and its principal
place of business located in Vancouver, British Columbia, Canada.
The Articles of Incorporation and corporate registration fees were
submitted to the Nevada Secretary of State's office and filed with
the office on June 10, 1999. The Company's existence and form is
valid and legal pursuant to the representation above.
2. The Company is a fully and duly incorporated Nevada
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 Nevada, and when such stock
was issued it was fully paid for and non-assessable. The common
stock to be sold under this Form SB-2 Registration Statement is
likewise legal under the laws of the State of Nevada.
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 claim,
actions or inquires from any federal, state or other government
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.
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Securities and Exchange Commission
RE: Paxton Mining Corporation
August 31, 1999
Page 2
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 has authorized
the issuance of up to 2,000,000 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
2,000,000 of Common Stock, 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