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MICHAEL
GOLIGHTLY
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59
West 100 South
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Second
Floor
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Telephone:
(801) 575-8073 ext 105
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| Attorney at Law |
Salt
Lake City, Utah 84101
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Facsimile:
(801) 575-8092
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| Admitted in Utah and Texas | ||||
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1.
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The
Company's Articles of Incorporation and amendments thereto and
Bylaws as
submitted to me by the Company pursuant to my request for
same;
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2.
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The
Registration Statement herein
referenced;
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3.
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The
Board of Directors Resolution, dated December 28, 2007, authorizing
and
approving the Company's
Amendment No. One to The 2008 Stock Incentive Plan and the preparation
of
the Registration Statement;
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4.
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The
Company’s 2008 Stock Incentive Plan, Amendment No.
1;
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5.
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The
Company's Section 10(a) Prospectus for the Registration
Statement;
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6.
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The
Company's Form 10-KSB for the fiscal year ended December 31, 2006
as
amended, the Company’s Form 10-QSB for the quarter ended March 31, 2007,
as amended, the Company’s Form 10-QSB for the quarter ended June 30, 2007,
and the Company’s Form 10-QSB for the quarter ended September 30, 2007 all
as filed with the SEC;
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| 7. | Such other documents as I have deemed necessary for the purposes of this Opinion. |
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(A)
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Certain
of the remedial provisions of the 2008 Stock Incentive Plan, Amendment
No
1 may be further limited or rendered unenforceable by other applicable
laws and interpretations.
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(B)
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In
rendering the opinion that the shares of the Common Stock to be
registered
pursuant to the Registration Statement and issued under the Amended
Stock
Incentive Plan will be validly issued, fully paid and non-assessable,
I
assumed that: (1) the Company's Board of Directors has exercised
good
faith in establishing the value paid for the Shares; (2) all issuances
and
cancellations of the capital stock of the Company will be fully
and
accurately reflected in the Company's Stock Records as provided
by the
Company's transfer agent; and (3) the consideration, as determined
by the
Company's Board of Directors, to be received in exchange for each
issuance
of common stock of the Company, has been paid in full and actually
received by the Company.
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(C)
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I
have made no independent verification of the facts asserted to
be true and
accurate by authorized representatives of the Company and have
assumed
that no person or entity has engaged in fraud or misrepresentation
regarding the inducement relating to, or the execution or delivery
of, the
documents reviewed.
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(D)
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In
rendering this opinion I have assumed that all signatures are genuine,
that all documents submitted to me as copies conform substantially
to the
originals, that all documents have been duly executed on or as
of the date
represented on the documents, that execution and delivery of the
documents
was duly authorized on the part of the parties, that all documents
are
legal, valid and binding on the parties and that all corporate
records are
complete.
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(E)
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I
have assumed that the Company is satisfying the substantive requirements
of Form S-8 and I expressly disclaim any opinion regarding the
Company's
compliance with such requirements, whether they are of federal
or state
origin, or any opinion as to the subsequent tradeability of any
Shares
issued pursuant to the Benefit
Plan.
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(F)
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I
am admitted to practice law in the States of Utah and Texas. I
am not admitted to practice law in the States of Nevada, California
or
Delaware or in any other jurisdiction where the Company may own
property
or transact business. This opinion is with respect to federal
law only and I have not consulted legal counsel from any other
jurisdiction for the purpose of the opinion contained herein. I
expressly except from this opinion any opinion as to whether or
to what
extent a Delaware court or any other court would apply Delaware
law, or
the law of any other state or jurisdiction, to any particular aspect
of
the facts, circumstances and transactions that are the subject
of this
opinion.
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(G)
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This
opinion is strictly limited to the parameters contained and referenced
herein and is valid only as to the signature date with respect
to the
same. I assume no responsibility to advise you of any
subsequent changes or developments which might affect any aspect
to this
opinion.
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| Sincerely, |
| /S/ Michael Golightly |
| Michael Golightly |