EX-5 3 ex5.htm OPINION REGARDING LEGALITY

Squire, Sanders & Dempsey L.L.P.

 

801 South Figueroa, 14th Floor

Los Angels, California 90017-5554

Office:                      +1.213.624.2500

Fax:                           +1.213.630.4444

Direct Dial:               +1.213.689.5128

rfrandsen@ssd.com

Exhibit 5.1/23.2

 

 

April 21, 2004

Mr. John H. Ohle

President and Interim CFO

Aberdeen Mining Company

5510 Kansas Avenue

Kansas City, KS 66106

 

RE: Aberdeen Mining Company's Prospective Issuance of Common Stock as compensation to two (2) Consultants

 

Dear Mr. Ohle:

 

I have been asked to act as counsel to Aberdeen Mining Company ("ABED") in connection with the registration with the Securities and Exchange Commission on Form S-8 (the "Registration Statement") for shares of ABED common stock that may be issued in connection with that certain Business Consulting Agreement (the "Consulting Agreement") with NeoTactix, Inc. and its principals, Mr. Scott W. Absher and Mr. George LeFevre, for 9,800,000 shares of ABED common stock each (collectively, the "Shares"). I have acted as counsel to ABED only on a limited basis in the past. In connection with that registration, I have reviewed the Unanimous Written Consent of the Company's Board of Directors, dated April 20, 2004, relating to the proposed issuance of the Shares, the ABED Articles of Incorporation and amendments thereto, the ABED Bylaws and amendments thereto, and such other documents and matters as I have deemed necessary to the rendering of the following opinion. In determining the amount of Shares outstanding, I have relied solely upon the disclosures set forth in ABED's Annual Report on Form 10K filed with the Securities and Exchange Commission on February 20, 2004.

 

Based upon such review, I am of the opinion that if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the Consulting Agreement, and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.


This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to ABED, the Consulting Agreement or the Shares. In addition, I am not licensed to practice law in the State of Nevada.

 

I consent to the filing of this opinion as Exhibit 5 to the Registration Statement, but I do not consent to any other use of this opinion without my prior written consent.

Very truly yours,

 

Squire, Sanders & Dempsey L.L.P.

 

 

By _____/s/ Russell M. Frandsen______________________