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                                ATTORNEYS AT LAW
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                                 August 23, 2005

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 Registration
Statement, File No. 333-124904, on Form S-4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
an aggregate of 48,297,694 shares (the "Shares") of the Company's common stock,
par value $0.01 per share (the "Common Stock"), issuable to the holders of
common stock, warrants and options of Aurora Energy, Ltd. pursuant to the
agreement and plan of merger dated January 31, 2005 (the "Merger Agreement")
among the Company, Aurora Acquisition Corp., the Company's wholly owned
subsidiary, and Aurora Energy, Ltd.

      In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of: (i) the Merger Agreement, (ii) the form of certificate
evidencing the Shares; (iii) the Company's Restated Articles of Incorporation,
(iv) the Company's Bylaws, and (v) resolutions of the Company's Board of
Directors authorizing the Company to enter into, and consummate the transactions
contemplated by, the Merger Agreement.

      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 our
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 the opinion set forth herein, 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.

           ATLANTA o HONG KONG o LONDON o NEW YORK o NORFOLK o RALEIGH
          RICHMOND o TYSONS CORNER o VIRGINIA BEACH o WASHINGTON, D.C.



TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
Cadence Resources Corporation
August 23, 2005
Page 2

      We have also assumed 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; (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 involving the issuance or sale of
the Shares will perform their obligations thereunder in compliance with the
terms of such agreements.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares, upon issuance in accordance with the terms of the Merger Agreement, 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 or the rules and
regulations of the Commission promulgated pursuant to Section 7 of the Act.

                                       Very truly yours,


                                       /s/  Troutman Sanders LLP
                                       TROUTMAN SANDERS LLP