EXHIBITS 5(a) AND 8


HELLER EHRMAN LLP

February 15, 2006

AVA Formation Corp.
1411 East Mission Avenue
Spokane, WA  99202

RE:   AVA FORMATION CORP. -- REGISTRATION STATEMENT ON FORM S-4


Ladies and Gentlemen:

     We have acted as counsel to AVA Formation Corp., a Washington corporation
(the "Company"), in connection with an offer by the Company to issue up to
53,000,000 shares of the Company's Common Stock, no par value (the
"Securities"), as described in a Registration Statement on Form S-4 (the
"Registration Statement") of the Company to be filed under the Securities Act of
1933, as amended (the "Securities Act"). Except as otherwise provided,
capitalized terms used but not defined in this opinion have the meanings set
forth in the Registration Statement.

                                       I.

     We have assumed the authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all records,
documents and instruments submitted to us as copies. We have based our opinion
upon our review of the following records, documents, instruments and
certificates and such additional certificates relating to factual matters as we
have deemed necessary or appropriate for our opinion: (a) the Registration
Statement, including the information deemed to be a part thereof pursuant to
Rule 430A(b) of the rules and regulations of the Securities and Exchange
Commission under the Securities Act; (b) each of the agreements and instruments
filed as exhibits to the Registration Statement; (c) the Articles of
Incorporation of the Company certified by the Washington Secretary of State as
of February 13, 2006, and certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this opinion; (d) the
Bylaws of the Company certified to us by an officer of the Company as being
complete and in full force and effect as of the date of this opinion; (e) a
Certificate of Existence/Authorization relating to the Company and issued by the
Washington Secretary of State, dated February 13, 2006; (f) records certified to
us by an officer of the Company as constituting all records of proceedings and
actions of the Company's board of directors ("Board") and any committees of the
Board relating to the transactions contemplated by the Registration Statement
and the issuance of the Securities; and (g) certificates of officers of the
Company and Avista Corporation, a Washington corporation, as to certain factual
matters.




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                                                               February 15, 2006
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                                       II.

     We have also assumed, without making any inquiry into the reasonableness or
validity thereof, that:

     A.   The Securities will be issued as set forth in the Registration
          Statement and in accordance with the proceedings and actions of the
          Board and any committees of the Board relating to the transactions
          contemplated by the Registration Statement.

     B.   There will be at or prior to the consummation of the Share Exchange
          due execution and delivery of all documents where due execution and
          delivery are prerequisites to effectiveness thereof.

     C.   All statements, descriptions and representations of fact contained in
          any of the documents referred to herein or otherwise made to us are
          true and correct in all material respects and will continue to be true
          and correct in all material respects as of the consummation of the
          Share Exchange and all other relevant times, and no actions have been
          (or will be) taken that are inconsistent with such representations.

     D.   The Share Exchange will be consummated in accordance with the Plan of
          Share Exchange (and without any waiver, breach or amendment of any of
          the provisions thereof) and the Registration Statement.

     This opinion is limited to the federal laws of the United States of America
and the laws of the State of Washington, and we disclaim any opinion as to the
laws of any other jurisdiction. We further disclaim any opinion as to any
statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body or as to any related judicial or
administrative opinion. With respect to the opinion relating to taxation in
paragraph 2 of Part III, it should be noted that no ruling has been sought from
the Internal Revenue Service as to the federal tax treatment of the Share
Exchange and that such opinion is not binding on the Internal Revenue Service or
the courts or any government body.

                                      III.

     Based upon the foregoing and our examination of such questions of law as we
have deemed necessary or appropriate for our opinion, and subject to the
assumptions, limitations and qualifications expressed herein, it is our opinion
that:

     1.   The Securities, when issued and delivered against payment therefor as
          contemplated in the Registration Statement, will be legally issued,
          fully paid and nonassessable

     2.   The statements in the Registration Statement under the heading
          "Material United States Income Tax Consequences," to the extent that
          such descriptions or statements constitute summaries of matters of law
          or regulation, fairly summarize such matters in all material respects.



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                                                               February 15, 2006
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                                       IV.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm, as counsel, in the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations promulgated thereunder.

     This opinion is being delivered solely to you in connection with the filing
of the Registration Statement and is solely for your benefit and the benefit of
the holders of the Securities. This opinion may not be relied upon by you or the
holders of the Securities for any other purpose, or relied upon by any other
person, firm, corporation or other entity for any purpose, without our prior
written consent. We disclaim any obligation to advise you of any change of law
that occurs, or any facts, circumstances, events or developments in areas
covered by this opinion that occur or that are brought to our attention after
the date of this opinion. Dewey Ballantine LLP is hereby authorized to rely on
this opinion as to matters governed by the laws of the State of Washington as if
it were addressed to them.

                                           Very truly yours,


                                           /s/ Heller Ehrman LLP