Davis Wright Tremaine LLP Letterhead]Merger Agreement • August 25th, 2006 • Continental Minerals Corp • Gold and silver ores
You have requested our opinion in connection with the proposed merger (the “Merger”) of Continental Merger Inc., a Nevada corporation (the “Sub”) and wholly-owned subsidiary of Continental Minerals Corporation, a company existing under the laws of the Province of British Columbia, Canada (the “Parent”), with and into Great China Mining, Inc., a Nevada corporation (the “Company”), with the Company as the surviving corporation, pursuant to the terms of the Merger Agreement and the Plan of Merger both by and among Parent, Sub and the Company, dated May 29, 2006, (together, the “Merger Agreement).”1 Specifically, this opinion letter considers whether the Merger qualifies for U.S. Federal income tax purposes as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).2
