Exhibit B

Legal Opinions

CANNON, HANSEN & WILKINSON
ATTORNEYS AT LAW
1200 Beneficial Life Tower
36 South State Street
Salt Lake City, Utah 84111

Russell A. Cannon
Gregg B. Colton
Robert B. Hansen
G. Randall Klimpt
Lorin N. Pace
Harold R. Wilkinson

September 6, 1983

Board of Directors
NATIONAL GOLD, INC.
2111 Wyoming Street
Salt Lake City, Utah 84109

INTERSTATE SALES OF NATIONAL GOLD, INC. COMMON CAPITAL STOCK

Gentlemen and Ladies:

You have requested my opinion with respect to the tradeability of shares of stock which have been issued by National Gold, Inc. since the date of its incorporation in 1969. In drafting this opinion I have relied exclusively upon information which has been furnished to me by you, the officers and directors of National Gold, Inc., and upon limited records which are available to me from records of the Company which you have also provided for me. In forming this opinion I also rely upon the statements made in Rule 15(c)-2-11 disclosure statement, as well as other documents which you have provided for me in the Company's due diligence file.

Further, I have had no Opportunity to review the values of the properties which have been conveyed to the Corporation in exchange for the issuance of its shares, nor have I made any attempt to determine the status of title of those properties since I have not been requested to do so. This opinion also assumes that all transactions were regular on their face and accomplished for genuine business purposes.

You have advised me as to the following facts:

1. The issuer (National Gold, Inc.) formerly Modular Concepts, Inc. Modular Dimensions, Inc., and MDI., Inc., was incorporated in the State of Delaware on the 20th day of January, 1969.

2. There is only one class of stock, namely common stock, in the Company. The par value has been $0.10 and has not been changed since incorporation.

The number of shares issued and outstanding is 25,881,000 shares. This total has been reached in the following steps:

The issued and outstanding 16,563,260 shares were issued on the following dates for the consideration shown:

1970 - Closed S-1 Interstate Registration and sale of 250,000 shares for $12.50 a share, returning $3,125,000 to the Company - 250,000

November, 1972 - 4,750,000 shares of $0.10 par value stock were issued to Federal Development Corporation in exchange for a Forest Service lease of land and building known as Alpine Chalet, located in Brighton, Big Cottonwood Canyon, State of Utah. These shares were issued with a restrictive legend. - 4,750,000

August 15, 1981 - The Company issued 4,721,000 shares of investment lettered stock for the Klamath River Placer mining properties which the Company still possesses. - 4,721,000

August 31, 1981 - The Company issued 4,600,000 shares of the Company's investment lettered stock to Wallace Schnetger and Tilbert A. Reynolds to purchase the Vulture Placer Mine located near Wickenburg, Arizona - 4.600,000

August 16, 1981 - 6,800,000 investment lettered shares were issued to Paul Frandsen to purchase the Pyramid Peak Mining Property located in Nevada - 6,800,000

August 16, 1981 - The Company issued 400,000 shares of investment lettered stock to L. W. Frandsen for Mercury Mining Property located in South Central Utah - 400,000

With respect to the 25,881,000 shares of stock issued and outstanding, the tradeability of said shares, in my opinion, is as follows:

It is our opinion that the shares issued in these transactions were investment lettered shares and governed by the provisions of Rule 144 or if the recipients are in a control position in the Corporation by virtue of either an executive of directory position in the Company, or by virtue of a large number of shares that the restrictions pertinent thereto would apply. The shares designated in C, D, E, and F would therefore be tradeable only upon compliance with the rules and regulations governing investment lettered shares under Rule 144 or Rule 145 of the Securities and Exchange Commission.

G. The shares of stock issued on June 16, 1983 were issued to the officers and directors or shareholders of Hexagon Ventures, Inc., a Utah Corporation, which held the title to the French Corral Mining Property located in California. All of the persons mentioned are residents of the State of Utah and all of the persons mentioned were either related or otherwise held a close confidential position with an officer or director. The persons receiving stock were not in excess of 15 and most were husband and wife in joint tenancy. These shares of stock partake of the same exemption referred to in paragraphs C, D, E, and F. with the further claim of exemption under Title 61-1-14(2) (a) being an isolated transaction and small case (any transaction not involving a public offering), the persons in this transaction having received shares as indicated, received the shares in National Gold, Inc. not by way of purchase but by way of transfer to National Gold, Inc. of the shares which each of them held in Hexagon Ventures, Inc. The fact that all of these Persons were engaged in a joint venture and that they all enjoyed a close relationship one with another encourages the interpretation of a single transaction. The shares issued in this transaction were investment lettered shares and the same are subject to the provisions of Rule 144 and/or Rule 145 and the waiting period prescribed by those rules.

In summary, it is therefore my opinion that the 250,000 shares issued under A can be freely traded at the present time. Further, it is my opinion that the shares issued under B could become freely trading at the present time except to the extent that they are held in the hands of control persons.

I am further of the opinion that the shares issued under paragraphs C, D, E, F & G are all restrictive shares issued as investment lettered shares and are all subject to the time frame provided in Rule 144 and Rule 145, as well as the other details and compliance requirements.

I trust that the above information and opinion will be of some help to your Company.

If I may be of any further help, please let me know.

Yours Very truly,

Lorin N. Pace

LNP/mhp

CANNON, HANSEN & WILKINSON
ATTORNEYS AT LAW
1200 Beneficial Life Tower
36 South State Street
Salt Lake City, Utah 84111

Russell A. Cannon
Gregg B. Colton
Robert B. Hansen
G. Randall Klimpt
Lorin N. Pace
Harold R. Wilkinson

November 5, 1992

Board of Directors
NATIONAL GOLD, INC.
2111 Wyoming Street
Salt Lake City, Utah 84109

INTERSTATE SALE OF NATIONAL GOLD, INC. COMMON CAPITAL STOCK

Gentlemen and Ladies:

You have requested my opinion with respect to the tradeability of shares of stock which have been issued by National Gold, Inc. and its predecessors since the date of its incorporation in 1969. In drafting this opinion I have relied exclusively upon information which has been furnished to me by you as the officers and directors of National Gold, Inc., and upon certain records which are available to me from records of the Company which you have also provided for me. In forming this opinion I also rely upon the statements made in Rule l5(c)-2-11 disclosure statement, as well as other documents which you have provided for me in the Company's due diligence file, including the unaudited financial statement dated September 30, 1985.

Further, I have had no opportunity to review the values of the properties which have been conveyed to the Corporation in exchange for the issuance of its shares, nor have I made any attempt to determine the status of title of those properties since I have not been requested to do so. This opinion also assumes that all transactions were regular on their face and accomplished for genuine business purposes.

You have advised me as to the following facts:

1. The issuer, National Gold, Inc. (formerly Modular Concepts, Inc., Modular Dimensions, Inc., and MDI, Inc.) was incorporated in the State of Delaware on the 20th day of January, 1969.

2. There is only one class of stock, namely common stock, in the Company. The par value is $0.10.

The number of shares issued and outstanding is 49,450,350 shares. This total has been reached as explained in the summary, Attached as Exhibit "A" (stock summary). (This total is as of December 27, 1984, the date of the last stock issue by the Company.)

With respect to the 49,450,350 shares of stock issued and outstanding, the tradeability of said shares, in my opinion, is as follows:

A.Shares issued to the Original Incorporators have long since come to rest and would be freely tradeable on the local or national exchanges. None of these people are currently officers or directors of the Company and are not restricted because of being control persons.

B.Shares issued as the result of the interstate S-l offering, are freely tradeable in any and all security markets in the United States, provided they have not come into the hands of control persons. I am informed by the officers of the Company that these 250,000 shares of stock are distributed among approximately 180 shareholders.

C. Shares designated under "Alpine Chalet Issue" were issued in November of 1972. These shares of stock were issued absent registration prior to March 1, 1974 and fall under the requirement that such shares be held for an unspecified period of time until such shares "came to rest" within the state of purchase. This unspecified period of time was anywhere from six months to five years. In Release No. 35-5450, the Securities and Exchange Commission adopted a period of nine months as a reasonable holding period (Rule 147). The securities issued under C were issued totally within the State of Utah and the shares have been held for a period in excess of twenty years. The shares have long since come to rest and would be freely tradeable on local or national exchanges.

D. The balance of the company's shares were issued under a private offering exemption. In my opinion, the transactions set forth therein were exempt transactions under the Private Offering exemption of Section 4(2) of the Securities Act of 1933, which provides an exemption for transactions by an issuer not involving a public offering. In each of these cases, the number of persons involved was limited, the number of units offered in each of the circumstances was not unreasonable in light of the asset being purchased, and was the exact value of the purchased asset. The sale was limited to one specific transaction and the manner of the offering did not consist of a public contact but a direct approach negotiation with the holder of an asset with whom the transaction was completed. In addition, all the shares so issued were issued to persons who were members of the board or officers of the corporation.

It is my opinion that the shares issued in these transactions were investment lettered shares and governed by the provisions of Rule 144, or if the recipients are in a control position in the Corporation by virtue of being an officer or director, or by holding a large number of shares. Such shares would therefore be tradeable only upon compliance with the rules and regulations governing investment lettered shares under Rule 144 or Rule 145 of the Securities and Exchange Commission.

In summary, it is therefore my opinion that the shares issued to the Original Incorporators and those issued through the provisions of the public offering can be freely traded at the present time. Further, it is my opinion that the shares issued under the Apline Chalet issue could become freely trading at the present time except to the extent that they are held in the hands of control persons.

I am further of the opinion that the balance of the shares issued are all restrictive shares issued as investment lettered shares and are all subject to the time frame provided in Rule 144 and 145, as well as the other details and compliance requirements.

I trust that the above information and opinion will be of some help to your Company.

If I may be of any further help, please let me know.

Yours very truly,

Summary of Stock Transactions

Jan 20, 1969 - Incorporators - 1,843,058
Jan 1970 - Public Offering - 250,000
Nov 1972 - Alpine Chalet - 4,750,000
Aug 15, 1981 - Klamath River Placer Mine - 4,721,000
Oct 16, 1981 - Pyramid Peak - 6,800,000
Oct 16, 1981 - Mercury Mine - 400,000
Aug 31, 1981 - Rich Hill Placer Mine - 4,600,000
Jun 16, 1983 - French Corral Placer Mine - 4,360,000
Dec 2, 1983 - Mary Ann Placer Mine - 5,000,000
Jun 4, 1984 - Pinewood Homes - 1,000,000
Dec 27, 1984 - San Bernardino Mine - 15,726,292

Total - 49,450,350

MICHAEL R. BARK
ATTORNEY AT LAW
NOTARY PUBLIC
P.O. BOX 57625
NEW ORLEANS, LA 70157-7625

TELEPHONE: (504) 914-8443 FAX: (504) 392-1314
e-mail:

December 18, 2003

Board of Directors
National Gold, Inc.
7221 S. 2700 East
Salt Lake City, Utah 84121

Interstate Sales of National Gold, Inc. Common Capital Stock

Dear Board of Directors:

You have requested my opinion with respect to the tradeability of shares of stock which have been issued by National Gold, Inc. since the date of its incorporation in 1969. In drafting this opinion I have relied exclusively upon information which has been furnished to me by you, the officers and directors of National Gold, Inc., and upon limited records which are available to me from records of the Company which have also provided for me. In forming this opinion I also rely upon the statements made in Rule 15(c)-2-11 disclosure statement, as well as other documents which you have provided for me in the Company's due diligence file, including the unaudited financial statement dated September 30, 1985.

Further, I have had no opportunity to review the values of the properties which have been conveyed to the Corporation in exchange for the issuance of its shares, nor have I made any attempt to determine the status of title of those properties since I have not been requested to do so. This opinion also assumes that all transactions were regular on their face and accomplished for genuine business purposes.

You have advised me as to the following facts:

The issuer, National Gold, Inc. (formerly Modular Concepts, Inc., Modular Dimensions, Inc., and MDI, Inc.) was incorporated in the State of Delaware on the 20th of January, 1969.

There is only one class of stock, namely common stock, in the Company. The par value is $0.001

The number of shares issued and outstanding is 49,450,350 shares. This total has been reached as explained in the summary, Attached as Exhibit "A" (stock summary). (This total is as of December 27, 1984, the date of the last stock issue by the Company.)

With respect to the 49,450,350 shares of stock issued and outstanding, the tradeability of said shares, in my opinion, is as follows:

Shares issued to the Original Incorporators have long since come to rest and would be freely tradeable on the local or national exchanges. None of these people are currently officers or directors of the Company and are not restricted because of being control persons.

Shares issued as the result of the interstate S-1 offering, are freely tradeable in any and all security markets in the United States, provided they have not come into the hands of control persons. I am informed by the officers of the Company that these 250,000 shares of stock are distributed among approximately 180 shareholders.

Shares designated under "Alpine Chalet Issue" were issued in November of 1972. These shares of stock were issued absent registration prior to March 1, 1974 and fall under the requirement that such shares be held for an unspecified period of time until such shares "came to rest" within the state of purchase. This unspecified period of time was anywhere from six months to five years. In Release No. 35-5450, the Securities and Exchange Commission adopted a period of nine months as a reasonable holding period (Rule 147). The securities issued under C were issued totally within the State of Utah and the shares have been held for a period in excess of thirty years. The shares have long since come to rest and would be freely tradeable on local or national exchanges.

The balance of the Company's shares were issued under a private offering exemption. In my opinion, the transactions set forth therein were exempt transactions under the Private Offering exemption of Section 4(2) of the Securities Act of 1933, which provides an exemption for transactions by an issuer not involving a public offering. In each of these cases, the number of persons involved was limited, the number of units offered in each of the circumstances was not unreasonable in light of the asset being purchased and was the exact value of the purchased asset. The sale was limited to one specific transaction and the manner of the offering did not consist of a public contract but a direct approach negotiation with the holder of an asset with whom the transaction was completed. In addition, all the shares so issued were issued to persons who were members of the board or officers of the corporation.

It is my opinion that the shares issued in these transactions were investment lettered shares and governed by the provisions of Rule 144, or if the recipients are in a control position in the Corporation by virtue of being an officer or director, or by holding a large number of shares. Such shares would therefore be tradeable only upon compliance with the rules and regulations governing investment lettered shares under Rule 144 or Rule 145 of the Securities and Exchange Commission.

In summary, it is therefore my opinion that the shares issued to the Original Incorporators and those issued through the provisions of the public offering can be freely traded at the present time. Further, it is my opinion that the shares issued under the Apline Chalet issue could become freely trading at the present time except to the extent that they are held in the hands of control persons.

I am further of the opinion that the balance of the shares issued are all restrictive shares issued as investment lettered shares and are all subject to the time frame provided in Rule 144 and 145, as well as the other details and compliance requirements.

I trust that the above information and opinion will be of some help to your Company.

If I may be of any further help, please let me know.

Very truly yours,

Michael R. Bark

Summary of Stock Transactions

Date Transaction Shares

Jan 20, 1969 - Incorporators - 1,843,058
Jan 1970 - Public Offering - 250,000
Nov 1972 - Alpine Chalet - 4,750,000
Aug 15, 1981 - Klamath River Placer Mine - 4,721,000
Oct 16, 1981 - Pyramid Peak - 6,800,000
Oct 16, 1981 - Mercury Mine - 400,000
Aug 31, 1981 - Rich Hill Placer Mine - 4,600,000
Jun 16, 1983 - French Corral Placer Mine - 4,360,000
Dec 2, 1983 - Mary Ann Placer Mine - 5,000,000
Jun 4, 1984 - Pinewood Homes - 1,000,000
Dec 27, 1984 - San Bernardino Mine - 15,726,292

Total - 49,450,350

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