EX-23 4 exh232.htm CONSENT OF COUNSEL Exhibit 23
 

BARTON, SCHNEIDER & RUSSELL, LL.P.

One Riverwalk Place     
Suite 1825             
700 North St. Mary's Street
San Antonio, Texas 78206 

 
 

EXHIBIT 23.2

 

December 15, 2003

 

The Exploration Company of Delaware, Inc.

500 North Loop 1604 East, Suite 250

San Antonio, Texas 78232

 

Attention: Mr. James E. Sigmon, President

 

Ladies and Gentlemen:

 

          We have acted as counsel for The Exploration Company of Delaware, Inc., a Delaware corporation (the "Company"), in connection with various legal matters relating to the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the "Commission") with respect to 514,305 shares of Common Stock, $.01 par value per share (the "Common Stock"), of the Company which may be purchased pursuant to exercise of options or other stock rights granted pursuant to the Company's 1995 Flexible Incentive Plan (the "Plan"). We have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, on the basis of such examination, advise you that in our opinion the 514,305 shares of Common Stock to be issued to participants in the Plan will, when issued pursuant to the terms of the Plan, be validly issued, fully paid and non-assessable.

 

          We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1993.

 

Very truly yours,

BARTON, SCHNEIDER & RUSSELL, LL.P.

/s/ Robert W. Negley

Robert W. Negley
For the Firm

RWN/raj