SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                            ---------------------------
                       POST EFFECTIVE AMENDMENT NUMBER FIVE
                                    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             Amounts to Be           Proposed Maximum Offering       Proposed Maximum              Amount of
to be Registered                Registered              Per Share (1)                   Aggregate Offering           Registration
                                                                                        Price                        Fee
-------------------------------------------------------------------------------------------------------------
 Common Stock, 0.001 par value  4,000,000,000         $0.0001                           $400,000                       $50.68
===============================================================================================================

    (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
October 4, 2004, a date within five business days prior to the date of filing of this registration statement.
</TABLE>

    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.



                                        1


<PAGE>


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


        This Post Effective Amendment No. Five 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, on July
26, 2004, file no. 333-117658 and on September 7, 2004, file no. 333-118835,
each of which is incorporated herein by reference.  This fourth amendment will
increase the number of shares to be included in the plan from three billion
six hundred fifty million (3,650,000,000) shares to seven billion six hundred
fifty million (7,365,000,000) shares.  The fifth amendment to the 2004 Benefit
Plan of Nexia Holdings, Inc. is filed as Exhibit "A" hereto.  The additional
four billion (4,000,000,000) 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.




                                       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 October 5, 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                       October 5, 2004
--------------------------
Richard D. Surber


 /s/ Gerald Einhorn         Director                       October 5, 2004
---------------------------
Gerald Einhorn


 /s/ John Fry, Jr.          Director                       October 5, 2004
-------------------------------
John Fry, Jr.


 /s/ Adrienne Bernstein     Director                       October 5, 2004
----------------------------
Adrienne Bernstein









                                        3

<PAGE>





                               INDEX TO EXHIBITS


<TABLE>
<S>                             <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 Holdings, Inc. 6

C    5, 23(b)       Opinion and consent of Counsel with respect to the legality
                    of the issuance of securities being issued


</TABLE>





























                                     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.

              .
HJ & Associates, LLC
Salt Lake City, Utah
October  5, 2004


















Exhibit B.

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

Effective this 5th day of October, 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 Seven Billion Six
Hundred Fifty Million (7,650,000,000) 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 seven billion six hundred fifty millionth
share is issued hereunder.
        ---------------------------------------


 ATTEST:

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






<PAGE>






Exhibit C



                             MICHAEL GOLIGHTLY

                             268 West 400 South
                                Third Floor         Phone: (801) 575-8073 x152
Attorney at Law         Salt Lake City, Utah 84101   Facsimile: (801) 575-8092


October 5, 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, July 26, 2004 and September 7,
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 Four Billion (4,000,000,000) 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 October 5, 2004, authorizing
and approving the Company's Post Effect Amendment No. Five 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>






        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 Four Billion (4,000,000,000) 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>





(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>
[{"type": "S-8", "sequence": "1", "filename": "forms8oct04.txt", "description": "AMENDMENT NUMBER FIVE", "secsgml_size_bytes": 15849}]
{"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": "333-119588", "film-number": "041069945"}, "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 FIVE
                                    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             Amounts to Be           Proposed Maximum Offering       Proposed Maximum              Amount of
to be Registered                Registered              Per Share (1)                   Aggregate Offering           Registration
                                                                                        Price                        Fee
-------------------------------------------------------------------------------------------------------------
 Common Stock, 0.001 par value  4,000,000,000         $0.0001                           $400,000                       $50.68
===============================================================================================================

    (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
October 4, 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.

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

        This Post Effective Amendment No. Five 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, on July
26, 2004, file no. 333-117658 and on September 7, 2004, file no. 333-118835,
each of which is incorporated herein by reference.  This fourth amendment will
increase the number of shares to be included in the plan from three billion
six hundred fifty million (3,650,000,000) shares to seven billion six hundred
fifty million (7,365,000,000) shares.  The fifth amendment to the 2004 Benefit
Plan of Nexia Holdings, Inc. is filed as Exhibit "A" hereto.  The additional
four billion (4,000,000,000) 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.

                                       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 October 5, 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                       October 5, 2004
--------------------------
Richard D. Surber

 /s/ Gerald Einhorn         Director                       October 5, 2004
---------------------------
Gerald Einhorn

 /s/ John Fry, Jr.          Director                       October 5, 2004
-------------------------------
John Fry, Jr.

 /s/ Adrienne Bernstein     Director                       October 5, 2004
----------------------------
Adrienne Bernstein

                                        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 Holdings, Inc. 6

C    5, 23(b)       Opinion and consent of Counsel with respect to the legality
                    of the issuance of securities being issued
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.

              .
HJ & Associates, LLC
Salt Lake City, Utah
October  5, 2004

Exhibit B.

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

Effective this 5th day of October, 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 Seven Billion Six
Hundred Fifty Million (7,650,000,000) 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 seven billion six hundred fifty millionth
share is issued hereunder.
        ---------------------------------------

 ATTEST:

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

                             MICHAEL GOLIGHTLY

                             268 West 400 South
                                Third Floor         Phone: (801) 575-8073 x152
Attorney at Law         Salt Lake City, Utah 84101   Facsimile: (801) 575-8092

October 5, 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, July 26, 2004 and September 7,
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 Four Billion (4,000,000,000) 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 October 5, 2004, authorizing
and approving the Company's Post Effect Amendment No. Five 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.
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 Four Billion (4,000,000,000) 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.
(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