Siskon Gold Corp – ‘S-3’ on 7/9/96 – EX-5

As of:  Tuesday, 7/9/96   ·   Accession #:  1001277-96-21   ·   File #:  333-07833

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         22    123K 
                          Pursuant to a Transaction                              
 2: EX-5        Opinion re: Legality                                   2±     8K 
 3: EX-23       Consent of Experts or Counsel                          1      5K 

EX-5   —   Opinion re: Legality

July 9, 1996          

Board of Directors                                                              
Siskon Gold Corporation                                                         
350 Crown Point Circle, Suite 100                                               
Grass Valley, CA 95945                                                          

Re:  Class A Common Stock of Siskon Gold Corporation                  

Gentlemen:                                                                      

As you know, we act as counsel to Siskon Gold Corporation (the        
"Company"), a Delaware corporation, in connection with the registration         
under the Securities Act of 1933, as amended (the "Securities Act"), of         
6,757,139 shares of the Company's Class A Common Stock (the "Shares"),          
781,250 of which are to be issued upon the conversion of outstanding Series     
2 Class B Common Stock; 4,000,000 are to be issued upon the exercise of         
Warrants, and 1,975,889 of which are to be issued upon the conversion of        
Convertible Notes, all as further described in a registration statement on      
Form S-3 filed under the Securities Act (the "Registration Statement").         

For the purpose of rendering this opinion, we examined originals or   
photostatic copies of such documents as we deemed to be relevant.  In           
conducting our examination, we assumed, without investigation, the              
genuineness of all signatures, the correctness of all certificates, the         
authenticity of all documents submitted to us as originals, the conformity      
to original documents of all documents submitted to us as certified or          
photostatic copies and the authenticity of the originals of such copies,        
and the accuracy and completeness of all records made available to us by        
the Company.  In addition, in rendering this opinion, we assumed that the       
Shares will be offered in the manner and on the terms identified or             
referred to in the prospectus, including all amendments thereto.                

Our opinion is limited solely to matters set forth herein.  Attorneys 
practicing in this firm are admitted to practice in the State of California     
and we express no opinion as to the laws of any other jurisdiction other        
than the laws of the State of California and the laws of the United States.     

Based upon and subject to the foregoing, after giving due regard to   
such issues of law as we deemed relevant, and assuming that (i) the             
Registration Statement becomes and remains effective, and the prospectus        
which is part thereof (the "Prospectus"), and the Prospectus delivery           
procedures with respect thereto, fulfill all of the requirements of the         
Securities Act, throughout all periods relevant to the opinion, and (ii)        
all offers and sales of the Shares have been and will be made in compliance     
with the securities laws of the states, having jurisdiction thereof, we are     
of the opinion that the shares held by the Selling Stockholders are, and        
the shares to be issued upon the exercise of warrants and options, upon         
receipt of adequate consideration, will be validly issued, fully paid, and      
nonassessable.                                                                  

We hereby consent in writing to the use of our opinion as an exhibit  
to the Registration Statement and any amendment thereto.  By giving such        
consent, we do not thereby admit that we come within the category of            
persons where consent is required under Section 7 of the Securities Act or      
the rules and regulations of the Securities and Exchange Commission.            

Very truly yours,   

       Bartel Eng Linn & Schroder,
a Law Corporation   

Dates Referenced Herein

This ‘S-3’ Filing		Date		Other Filings
Filed on:		7/9/96		None on these Dates
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