SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                             POST EFFECTIVE AMENDMENT NUMBER FOUR
                                           FORM S-8
                                 REGISTRATION STATEMENT UNDER
                                 THE SECURITIES ACT OF 1933
                                  ---------------------------

                                     NEXIA HOLDINGS, INC.
                                     --------------------
                    (Exact name of registrant as specified in its charter)

   Nevada                                                         84-1062062
--------                                                     -----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                           (Address of principal executive offices)

                     The Amended 2004 Benefit Plan of Nexia Holdings, Inc.
                     -----------------------------------------------------
                                   (Full title of the plan)


         Richard   D. Surber, 268 West 400 South, Suite 300, Salt Lake City,
                   Utah 84101 (Name, address, including zip code, of agent for
                   service)

                  Telephone number for Issuer: (801) 575-8073

<TABLE>

                         CALCULATION OF REGISTRATION FEE

<S>                             <C>             <C>                     <C>                     <C>

Title of Securities to be   Amounts to be   Proposed Maximum      Proposed Maximum       Amount of
Registered                  Registered      Offering Price Per    Aggregate Offering     Registration
                                            Share(1) Price Fee
Common Stock, 0.001 par      2,000,000,000        $0.00015             $300,000          $38.10
value
=========================== ==============  ====================  =====================  ==============
</TABLE>

(1)     Bona fide estimate of maximum offering price solely for calculating the
        registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the average bid and asked price of the registrant's common
        stock as of September 2, 2004, a date within five business days prior to
        the date of filing of this registration statement.

        In addition, pursuant to Rule 416(C)) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan described herein.




                                           Page -1-

<PAGE>



                               Post Effective Amendment to the
                          2004 Benefit Plan of Nexia Holdings, Inc.


        This Post Effective Amendment No. Four is being filed to reflect that
the Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The
2004 Benefit Plan of Nexia Holdings, Inc. as filed by the Company in an S-8
filed on January 12, 2004, file no. 333-111864, previously amended on February
24, 2004, file no. 333-113053, on May 21, 2004, file no. 333-115720, and on
July 26, 2004, file no. 333-117658,  each of which is incorporated herein by
reference.  This fourth amendment will increase the number of shares to be
included in the plan from one billion six hundred fifty million (1,650,000,000)
to three billion six hundred fifty million (3,650,000,000) shares.  The fourth
amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed as Exhibit
"A" hereto.  The additional two billion (2,000,000,000) shares are being
registered hereby.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.





                                           Page -2-

<PAGE>



                                          SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 2, 2004.
                                            Nexia Holdings, Inc.

                                        By:   /s/ Richard D. Surber
                                         ------------------------------------
                                           Richard D. Surber, as President


        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                           Title                               Date



/s/ Richard D. Surber                   Director              September 2, 2004
--------------------------
Richard D. Surber


 /s/ Gerald Einhorn                     Director             September 2, 2004
---------------------------                                                 -
Gerald Einhorn


 /s/ John Fry, Jr.                  Director                 September 2, 2004
-------------------------------
John Fry, Jr.


 /s/ Adrienne Bernstein             Director                 September 2, 2004
----------------------------
Adrienne Bernstein











                                           Page -3-

<PAGE>





                                INDEX TO EXHIBITS


<TABLE>
<S>                     <C>                     <C>                                     <C>
                                                                                      Page
Exhibits         SEC Ref. No.               Description of Exhibit

A                   23(a)        Consent of Accountant                                 5
B                     4          Amendment to 2004 Benefit Plan of Nexia               6
                                 Holdings, Inc.
C                  5, 23(b)      Opinion and consent of Counsel with respect           7
                                 to the legality of the issuance of securities
                                 being issued


</TABLE>




























                                           Page -4-

<PAGE>



Exhibit A
LETTERHEAD OF
                                   HJ & ASSOCIATES, L.L.C..
                         CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                               50 South Main Street, Suite 1450
                                  Salt Lake City, Utah 84144


CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Nexia Holdings, Inc.
Salt Lake City, Utah


We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statement of Nexia Holdings, Inc. on Form S-8, of
our report dated May 10, 2004, (which includes an emphasis paragraph relating
to an uncertainty as to the Company's ability to continue as a going concern),
included in and incorporated by reference in the Annual Report on Form 10-KSB
of Nexia Holdings, Inc. for the year ended December 31, 2003 and to all
references to our firm included in this Registration Statement.


/s/ HJ and Associates, LLC
                                           .
HJ & Associates, LLC
Salt Lake City, Utah
September  2, 2004



















                                           Page -5-

<PAGE>




Exhibit B.

                               POST EFFECTIVE AMENDMENT TO THE
                        THE 2004 BENEFIT PLAN OF NEXIA HOLDINGS, INC.

        Effective this 2nd day of September, 2004, Paragraphs 3 and 13 of the
2004 Benefit Plan of Nexia Holdings, Inc. shall be and hereby are amended to
read as follows:

3. Shares of Stock Subject to this Plan. A total of Three Billion Six Hundred
Fifty Million (3,650,000,000) shares of Stock may be subject to, or issued
pursuant to, Benefits granted under this Plan. If any right to acquire Stock
granted under this Plan is exercised by the delivery of shares of Stock or the
relinquishment of rights to shares of Stock, only the net shares of Stock issued
(the shares of stock issued less the shares of Stock surrendered) shall count
against the total number of shares reserved for issuance under the terms of this
Plan.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the three billion six hundred fifty millionth share is
issued hereunder.


    ATTEST:

   /s/ Richard D. Surber
Richard D. Surber, President



                                           Page -6-

<PAGE>




Exhibit C


                                MICHAEL GOLIGHTLY

                              268 West 400 South
                    Third Floor         Telephone: (801) 575-8073 ext 152
Attorney at Law  Salt Lake City, Utah 84101          Facsimile: (801) 575-8092


September 2, 2004

Board of Directors
Nexia Holdings, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:     Legality and Authorization of Shares Issued Under Form S-8
        Registration Statement

Gentlemen:

        I have acted as special counsel for Nexia Holdings, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under an amended registration statement on Form S-8 (the "Registration
Statement") to amend a prior filing on January 12, 2004 and as amended on
February 24, 2004, May 21, 2004 and July 26, 2004. The proposed amendment is to
be filed with the Securities and Exchange Commission ("the Commission") under
the Securities Act of 1933, as amended, ("the Act"). The Company is registering
a Post Effective Amendment to the Benefit Plan entitled "The 2004 Benefit Plan
of Nexia Holdings, Inc." (the "Benefit Plan") pursuant to which the Company will
authorized the issuance of an additional Two Billion (2,000,000,000) shares of
the Company's common stock, par value $.001 (the "Shares").

        In connection with the preparation of this Opinion, I have examined the
following:

        1. The Company's Articles of Incorporation and amendments thereto and
        Bylaws as submitted to me by the Company pursuant to my request for
        same;
        2. The Registration Statement herein referenced;
        3. The Board of Directors Resolution, dated September 2, 2004,
        authorizing and approving the Company's Post Effect Amendment No. Four
        to The 2004 Benefit Plan and the preparation of the Registration
        Statement;
        4. The Company's Section 10(a) Prospectus for the Registration
        Statement; 5. The Company's Form 10-KSB for the fiscal year ended
        December 31, 2003; 6. The Company's Form 10-QSB for the quarter ended
        March 31, 2004; 7. The Company's Form 10-QSB for the quarter ended June
        30, 2004; 8. Such other documents as I have deemed necessary for the
        purposes of this Opinion.




                                           Page -7-

<PAGE>




        Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

        The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized
the filing of the Post Effective Amended Registration Statement; and that the
Two Billion (2,000,000,000) shares to be included in the Registration
Statement are available for issuance based upon corporate documentation and on
the amount of shares actually issued and outstanding. As such, I am of the
opinion that the Shares herein referenced have been duly and validly authorized
and that subject to compliance with all provision of the Plan, the Shares will
be validly issued as fully paid and non-assessable shares of common stock
in the Company.

        This opinion is based upon and subject to the qualifications and
limitations specified below:

        (A) Certain of the remedial provisions of the 2004 Benefit Plan may be
        further limited or rendered unenforceable by other applicable laws and
        interpretations.

        (B) In rendering the opinion that the shares of the Common Stock to be
        registered pursuant to the Registration Statement and issued under the
        Benefit 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.

        (C) 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.

        (D) 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.




                                           Page -8-

<PAGE>



        (E) 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.

        (F) I am admitted to practice law in the States of Utah and Texas. I am
        not admitted to practice law in the State of Nevada 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 Nevada court or any other
        court would apply Nevada 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.

        (G) 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.

        I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,
/s/ Michael Golightly

Michael Golightly







                                           Page -9-

<PAGE>
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{"company-data": {"conformed-name": "NEXIA HOLDINGS INC", "cik": "0000833209", "assigned-sic": "6799", "irs-number": "841062062", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118835", "film-number": "041018478"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "KELLYS COFFEE GROUP INC", "date-changed": "19940603"}, {"former-conformed-name": "GREAT EARTH VITAMIN GROUP INC", "date-changed": "19940107"}, {"former-conformed-name": "WELCOM CAPITAL INC", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                  ---------------------------
                             POST EFFECTIVE AMENDMENT NUMBER FOUR
                                           FORM S-8
                                 REGISTRATION STATEMENT UNDER
                                 THE SECURITIES ACT OF 1933
                                  ---------------------------

                                     NEXIA HOLDINGS, INC.
                                     --------------------
                    (Exact name of registrant as specified in its charter)

   Nevada                                                         84-1062062
--------                                                     -----------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                           (Address of principal executive offices)

                     The Amended 2004 Benefit Plan of Nexia Holdings, Inc.
                     -----------------------------------------------------
                                   (Full title of the plan)

         Richard   D. Surber, 268 West 400 South, Suite 300, Salt Lake City,
                   Utah 84101 (Name, address, including zip code, of agent for
                   service)

                  Telephone number for Issuer: (801) 575-8073

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be   Amounts to be   Proposed Maximum      Proposed Maximum       Amount of
Registered                  Registered      Offering Price Per    Aggregate Offering     Registration
                                            Share(1) Price Fee
Common Stock, 0.001 par      2,000,000,000        $0.00015             $300,000          $38.10
value
=========================== ==============  ====================  =====================  ==============
(1)     Bona fide estimate of maximum offering price solely for calculating the
        registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
        based on the average bid and asked price of the registrant's common
        stock as of September 2, 2004, a date within five business days prior to
        the date of filing of this registration statement.

        In addition, pursuant to Rule 416(C)) under the Securities Act of 1933,
        this Registration Statement also covers an indeterminate amount of
        interests to be offered or sold pursuant to the Plan described herein.

                                           Page -1-
Post Effective Amendment to the
                          2004 Benefit Plan of Nexia Holdings, Inc.

        This Post Effective Amendment No. Four is being filed to reflect that
the Board of Directors of Nexia Holdings, Inc. (the "Company") has amended The
2004 Benefit Plan of Nexia Holdings, Inc. as filed by the Company in an S-8
filed on January 12, 2004, file no. 333-111864, previously amended on February
24, 2004, file no. 333-113053, on May 21, 2004, file no. 333-115720, and on
July 26, 2004, file no. 333-117658,  each of which is incorporated herein by
reference.  This fourth amendment will increase the number of shares to be
included in the plan from one billion six hundred fifty million (1,650,000,000)
to three billion six hundred fifty million (3,650,000,000) shares.  The fourth
amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed as Exhibit
"A" hereto.  The additional two billion (2,000,000,000) shares are being
registered hereby.

Item 8. Exhibits.

        The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 4.

                                           Page -2-
SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on September 2, 2004.
                                            Nexia Holdings, Inc.

                                        By:   /s/ Richard D. Surber
                                         ------------------------------------
                                           Richard D. Surber, as President

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                           Title                               Date

/s/ Richard D. Surber                   Director              September 2, 2004
--------------------------
Richard D. Surber

 /s/ Gerald Einhorn                     Director             September 2, 2004
---------------------------                                                 -
Gerald Einhorn

 /s/ John Fry, Jr.                  Director                 September 2, 2004
-------------------------------
John Fry, Jr.

 /s/ Adrienne Bernstein             Director                 September 2, 2004
----------------------------
Adrienne Bernstein

                                           Page -3-
INDEX TO EXHIBITS
Page
Exhibits         SEC Ref. No.               Description of Exhibit

A                   23(a)        Consent of Accountant                                 5
B                     4          Amendment to 2004 Benefit Plan of Nexia               6
                                 Holdings, Inc.
C                  5, 23(b)      Opinion and consent of Counsel with respect           7
                                 to the legality of the issuance of securities
                                 being issued
Page -4-
Exhibit A
LETTERHEAD OF
                                   HJ & ASSOCIATES, L.L.C..
                         CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
                               50 South Main Street, Suite 1450
                                  Salt Lake City, Utah 84144

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Nexia Holdings, Inc.
Salt Lake City, Utah

We hereby consent to the incorporation by reference in this Post Effective
Amendment to the Registration Statement of Nexia Holdings, Inc. on Form S-8, of
our report dated May 10, 2004, (which includes an emphasis paragraph relating
to an uncertainty as to the Company's ability to continue as a going concern),
included in and incorporated by reference in the Annual Report on Form 10-KSB
of Nexia Holdings, Inc. for the year ended December 31, 2003 and to all
references to our firm included in this Registration Statement.

/s/ HJ and Associates, LLC
                                           .
HJ & Associates, LLC
Salt Lake City, Utah
September  2, 2004

                                           Page -5-
Exhibit B.

                               POST EFFECTIVE AMENDMENT TO THE
                        THE 2004 BENEFIT PLAN OF NEXIA HOLDINGS, INC.

        Effective this 2nd day of September, 2004, Paragraphs 3 and 13 of the
2004 Benefit Plan of Nexia Holdings, Inc. shall be and hereby are amended to
read as follows:

3. Shares of Stock Subject to this Plan. A total of Three Billion Six Hundred
Fifty Million (3,650,000,000) shares of Stock may be subject to, or issued
pursuant to, Benefits granted under this Plan. If any right to acquire Stock
granted under this Plan is exercised by the delivery of shares of Stock or the
relinquishment of rights to shares of Stock, only the net shares of Stock issued
(the shares of stock issued less the shares of Stock surrendered) shall count
against the total number of shares reserved for issuance under the terms of this
Plan.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the three billion six hundred fifty millionth share is
issued hereunder.

    ATTEST:

   /s/ Richard D. Surber
Richard D. Surber, President

                                           Page -6-
Exhibit C

                                MICHAEL GOLIGHTLY

                              268 West 400 South
                    Third Floor         Telephone: (801) 575-8073 ext 152
Attorney at Law  Salt Lake City, Utah 84101          Facsimile: (801) 575-8092

September 2, 2004

Board of Directors
Nexia Holdings, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

Re:     Legality and Authorization of Shares Issued Under Form S-8
        Registration Statement

Gentlemen:

        I have acted as special counsel for Nexia Holdings, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under an amended registration statement on Form S-8 (the "Registration
Statement") to amend a prior filing on January 12, 2004 and as amended on
February 24, 2004, May 21, 2004 and July 26, 2004. The proposed amendment is to
be filed with the Securities and Exchange Commission ("the Commission") under
the Securities Act of 1933, as amended, ("the Act"). The Company is registering
a Post Effective Amendment to the Benefit Plan entitled "The 2004 Benefit Plan
of Nexia Holdings, Inc." (the "Benefit Plan") pursuant to which the Company will
authorized the issuance of an additional Two Billion (2,000,000,000) shares of
the Company's common stock, par value $.001 (the "Shares").

        In connection with the preparation of this Opinion, I have examined the
following:

        1. The Company's Articles of Incorporation and amendments thereto and
        Bylaws as submitted to me by the Company pursuant to my request for
        same;
        2. The Registration Statement herein referenced;
        3. The Board of Directors Resolution, dated September 2, 2004,
        authorizing and approving the Company's Post Effect Amendment No. Four
        to The 2004 Benefit Plan and the preparation of the Registration
        Statement;
        4. The Company's Section 10(a) Prospectus for the Registration
        Statement; 5. The Company's Form 10-KSB for the fiscal year ended
        December 31, 2003; 6. The Company's Form 10-QSB for the quarter ended
        March 31, 2004; 7. The Company's Form 10-QSB for the quarter ended June
        30, 2004; 8. Such other documents as I have deemed necessary for the
        purposes of this Opinion.

                                           Page -7-
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

        The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized
the filing of the Post Effective Amended Registration Statement; and that the
Two Billion (2,000,000,000) shares to be included in the Registration
Statement are available for issuance based upon corporate documentation and on
the amount of shares actually issued and outstanding. As such, I am of the
opinion that the Shares herein referenced have been duly and validly authorized
and that subject to compliance with all provision of the Plan, the Shares will
be validly issued as fully paid and non-assessable shares of common stock
in the Company.

        This opinion is based upon and subject to the qualifications and
limitations specified below:

        (A) Certain of the remedial provisions of the 2004 Benefit Plan may be
        further limited or rendered unenforceable by other applicable laws and
        interpretations.

        (B) In rendering the opinion that the shares of the Common Stock to be
        registered pursuant to the Registration Statement and issued under the
        Benefit 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.

        (C) 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.

        (D) 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.

                                           Page -8-
(E) 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.

        (F) I am admitted to practice law in the States of Utah and Texas. I am
        not admitted to practice law in the State of Nevada 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 Nevada court or any other
        court would apply Nevada 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.

        (G) 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.

        I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,
/s/ Michael Golightly

Michael Golightly

                                           Page -9-