SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                      ---------------------------
                  POST EFFECTIVE AMENDMENT NUMBER THREE
                                 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
<TABLE>
<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        1,000,000,000      $0.0006                $600,000               $150.00
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 July 19, 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. Three 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 and May 21, 2004, file no. 333-115720, each of
which is incorporated herein by reference.  This third amendment will increase
the number of shares to be included in the plan from six hundred fifty million
(650,000,000) to one billion six hundred fifty million (1,650,000,000) shares.
The third amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed as
Exhibit "A" hereto.  The additional one billion (1,000,000,000) 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 July 20, 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                      July 20, 2004
--------------------------
Richard D. Surber


 /s/ Gerald Einhorn               Director                      July 20, 2004
---------------------------
Gerald Einhorn


                         .        Director                      July 20, 2004
---------------------------
John Fry, Jr.


 /s/ Adrienne Bernstein           Director                      July 20, 2004
-------------------------
Adrienne Bernstein











                                    Page -3-

<PAGE>





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-

<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 & Associates
--------------------
HJ & Associates, LLC
Salt Lake City, Utah
July 21, 2004



















                                  Page -5-

<PAGE>




Exhibit B.

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

         Effective this 20th day of July, 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 One Billion Six Hundred
   -------------------------------------
Fifty Million (1,650,000,000) 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 one 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
Attorney at Law        Salt Lake City, Utah 84101

                                               Telephone: (801) 575-8073 ext 152
                                               Facsimile: (801) 575-8092

July 20, 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 and May 21, 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 One Billion (1,000,000,000) 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 July 19, 2004, authorizing
         and approving the Company's Post Effect Amendment No. Three 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. 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 One
Billion (1,000,000,000) 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 State of Utah. 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>
[{"type": "S-8", "sequence": "1", "filename": "nexias8july.txt", "description": "S-8 FOR NEXIA", "secsgml_size_bytes": 16672}]
{"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": "333-117658", "film-number": "04931013"}, "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 THREE
                                 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        1,000,000,000      $0.0006                $600,000               $150.00
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 July 19, 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. Three 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 and May 21, 2004, file no. 333-115720, each of
which is incorporated herein by reference.  This third amendment will increase
the number of shares to be included in the plan from six hundred fifty million
(650,000,000) to one billion six hundred fifty million (1,650,000,000) shares.
The third amendment to the 2004 Benefit Plan of Nexia Holdings, Inc. is filed as
Exhibit "A" hereto.  The additional one billion (1,000,000,000) 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 July 20, 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                      July 20, 2004
--------------------------
Richard D. Surber

 /s/ Gerald Einhorn               Director                      July 20, 2004
---------------------------
Gerald Einhorn

                         .        Director                      July 20, 2004
---------------------------
John Fry, Jr.

 /s/ Adrienne Bernstein           Director                      July 20, 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 & Associates
--------------------
HJ & Associates, LLC
Salt Lake City, Utah
July 21, 2004

                                  Page -5-
Exhibit B.

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

         Effective this 20th day of July, 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 One Billion Six Hundred
   -------------------------------------
Fifty Million (1,650,000,000) 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 one 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
Attorney at Law        Salt Lake City, Utah 84101

                                               Telephone: (801) 575-8073 ext 152
                                               Facsimile: (801) 575-8092

July 20, 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 and May 21, 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 One Billion (1,000,000,000) 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 July 19, 2004, authorizing
         and approving the Company's Post Effect Amendment No. Three 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. 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 One
Billion (1,000,000,000) 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 State of Utah. 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-