Exhibit 5

                      Jenkens & Gilchrist Parker Chapin LLP

                                                              AUSTIN, TEXAS
                                                             (512) 499-3800
                              THE CHRYSLER BUILDING         CHICAGO, ILLINOIS
                               405 LEXINGTON AVENUE          (312) 425-3900
                             NEW YORK, NEW YORK 10174         DALLAS, TEXAS
                                                             (214) 855-4500
                                  (212) 704-6000             HOUSTON, TEXAS
                             FACSIMILE (212) 704-6288        (713) 951-3300
                                                         LOS ANGELES, CALIFORNIA
                                 www.jenkens.com             (310) 820-8800
                                                           SAN ANTONIO, TEXAS
                                                             (210) 246-5000
                                                            WASHINGTON, D.C.
                                                             (202) 326-1500
                                  July 16, 2004

Cadence Resources Corporation
6 East Rose Street
Walla Walla, Washington  99362

Ladies and Gentlemen:

      We have acted as counsel to Cadence Resources Corporation, a Utah
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form SB-2 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the resale of an aggregate of
841,500 shares (the "Shares") of its common stock, par value $.01 per share (the
"Common Stock"), by certain investors named therein (the "Investors"), all of
which Shares are issuable upon the exercise of warrants, each of which warrant
is dated April 2, 2004, (the "Warrants").

      In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of: (i) a Securities Purchase Agreement, dated April 2, 2004
(the "Purchase Agreement"), between the Company and the Investors, (ii) the form
of the Warrants, (iii) the Company's Restated Articles of Incorporation, (iv)
the Company's By-laws, and (v) resolutions of the Company's board of directors
authorizing the Company to enter into, and consummate, the transactions
contemplated by the Purchase Agreement, including the issuance of the Warrants
to the Investors.

      We have also reviewed such other matters of law as we have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
original documents of all documents submitted to us as copies or facsimiles. As
to any facts material to such opinion, we have, to the extent that relevant
facts were not independently established by us, relied on certificates of public
officials and certificates of officers or other representatives of the Company.

      We have also assume that (i) all Shares issued will be issued and sold in
compliance with applicable federal and state securities laws (ii) at the time of
any offering or sale of any Shares, the Company will have such number of Shares
authorized or created and available for issuance as may be offered and sold and
as are issuable upon the conversion, exchange or exercise of any Shares that may
be offered and sold, (iii) there shall be no change in law affecting the
validity of any of the Shares (between the date hereof and the date of issuance
and sale of such Shares), and (iv) all parties to agreements to involving the
issuance or sale of the Shares will perform their obligations thereunder in
compliance with the terms of such documents.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares, upon the exercise of the Warrants and the payment of the exercise price
of the Warrants by the Investors to the Company in accordance with the terms of
the Warrants and the issuance of the Shares by the Company in accordance with
the terms of the Warrants, will be legally issued, fully paid and non-assessable
shares of Common Stock.




      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of 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 Act, the rules and
regulations of the Commission promulgated pursuant to Section 7 of the Act or
Item 509 of Regulation S-B promulgated under the Act.

      We are members of the Bar of the State of New York and do not hold
ourselves out as being experts on laws other than laws of the State of New York
and the laws of the United States of America.

                                       Very truly yours,

                                       /s/ Jenkens & Gilchrist Parker Chapin LLP
                                           JENKENS & GILCHRIST PARKER CHAPIN LLP