EX-5 2 0002.txt 7 EXHIBIT 5.1 CONRAD C. LYSIAK Attorney and Counselor at Law 601 West First Avenue Suite 503 Spokane, Washington 99204 (509) 624-1478 FAX (509) 747-1770 June 30, 2000 North American Resorts, Inc. 15945 Quality Trail North Scandia, Minnesota 55073 RE: Registration Statement on Form S-8 (S.E.C. File No. 333- _________) covering the Public Offering of Common Shares Gentlemen: I have acted as counsel for North American Resorts, Inc. (the "Company"), in connection with registration by the Company of an aggregate of 700,000 Common Shares, par value $0.001 per share, underlying Options to be issued to employees, directors, officers and/or others of the Company (the "Options"), all as more fully set forth in the Registration Statement on Form S-8 to be filed by the Company. In such capacity, I have examined, among other documents, the Articles of Incorporation, as amended, Bylaws and minutes of meetings of its Board of Directors and shareholders, and the Non-Qualifying Stock Option Plan of the Company. Based upon the foregoing, and subject to such further examinations as I have deemed relevant and necessary, I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Colorado. 2. The Options and underlying Common Shares have been legally and validly authorized under the Articles of Incorporation, as amended, of the Company, and when issued and paid for upon exercise of the Options, the Common Shares underlying the Options will constitute duly and validly issued and outstanding, fully paid and nonassessable, Common Shares of the Company. Yours truly, /s/ Conrad C. Lysiak Conrad C. Lysiak