-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsIC33+F5Te8bjIMDKQ6h3dC+ddox6fGLSUzdXwd5CqsvbVhAtCZbPhPwRg8T3xh 09Mf39QMANsFnSs32g6xDg== 0000950134-05-017882.txt : 20050919 0000950134-05-017882.hdr.sgml : 20050919 20050919074635 ACCESSION NUMBER: 0000950134-05-017882 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 11 333-121615 FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 EFFECTIVENESS DATE: 20050919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITING OIL & GAS CORP CENTRAL INDEX KEY: 0000727097 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840918829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-128398-01 FILM NUMBER: 051090157 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290 BUSINESS PHONE: 3038371661 MAIL ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290 FORMER COMPANY: FORMER CONFORMED NAME: WHITING PETROLEUM OIL & GAS CORP DATE OF NAME CHANGE: 20030912 FORMER COMPANY: FORMER CONFORMED NAME: WHITING PETROLEUM CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHITING OIL & GAS CORP DATE OF NAME CHANGE: 19840105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY OIL CO CENTRAL INDEX KEY: 0000033325 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870129795 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-128398-02 FILM NUMBER: 051090158 BUSINESS ADDRESS: STREET 1: P O BOX 959 CITY: SALT LAKE CITY STATE: UT ZIP: 84110 BUSINESS PHONE: 8015213515 MAIL ADDRESS: STREET 1: P O BOX 959 CITY: SALT LAKE CITY STATE: UT ZIP: 84110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITING PROGRAMS INC CENTRAL INDEX KEY: 0000707880 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840865622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-128398-03 FILM NUMBER: 051090159 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290-2300 BUSINESS PHONE: 3038371661 MAIL ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290-2300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITING PETROLEUM CORP CENTRAL INDEX KEY: 0001255474 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200098515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-128398 FILM NUMBER: 051090160 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY, SUITE 2300 CITY: DENVER STATE: CO ZIP: 80290 BUSINESS PHONE: 303-837-1661 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: STE 2300 CITY: DENVER STATE: CO ZIP: 80290-2300 FORMER COMPANY: FORMER CONFORMED NAME: WHITING PETROLEUM HOLDINGS INC DATE OF NAME CHANGE: 20030721 S-3MEF 1 d28855sv3mef.htm FORM S-3MEF sv3mef
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As Filed with the Securities and Exchange Commission on September 19, 2005
Registration No. 333-
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 
Whiting Petroleum Corporation*
(Exact name of registrant as specified in its charter)
         
Delaware   1311   20-0098515
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
(303) 837-1661

(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
 
James J. Volker
Chairman, President and Chief Executive Officer
1700 Broadway, Suite 2300
Denver, Colorado 80290-2300
(303) 837-1661

(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
     
Benjamin F. Garmer, III, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 271-2400
  David P. Oelman, Esq.
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002
(713) 758-2222
     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x
     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-121615
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
         
 
    Proposed Maximum    
Title of Each Class of Securities to Be Registered   Aggregate Offering Price(1)(2)(3)   Amount of Registration Fee
 
Debt Securities, including additional 7 1/4% Senior Subordinated Notes due 2012 (4)
  (11)    
Guarantees of Debt Securities (5)
  (11)    
Common Stock, $.001 par value (6)
  (11)    
Preferred Stock, $.001 par value (7)
  (11)    
Warrants (8)
  (11)    
Stock Purchase Contracts (9)
  (11)    
Stock Purchase Units (10)
  (11)    
 
Total
  $56,000,000   $6,592
 
 
 

 


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(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
 
(2)   In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $56,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. Such amount represents the offering price of any common stock and preferred stock, the principal amount of any debt securities issued at their stated principal amount, the offering price rather than the principal amount of any debt securities issued at an original issue discount, the offering price of any warrants, the exercise price of any securities issuable upon the exercise of warrants, and the offering price of any securities issued upon settlement of the stock purchase contracts or stock purchase units. The aggregate principal amount of the debt securities may be increased if any debt securities are issued at an original issue discount by an amount such that the offering price to be received by the registrant shall be equal to the above amount to be registered. The securities registered hereunder may be sold separately or as units with other securities registered hereunder.
 
(3)   Subject to note (2) above, this registration statement also covers such indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the debt securities, preferred stock or warrants registered hereunder and such indeterminate amount of securities as may be issued upon settlement of the stock purchase contracts or stock purchase units registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion of, as the case may be, the debt securities, preferred stock or warrants.
 
(4)   Subject to note (2) above, there is being registered an indeterminate principal amount of debt securities. If any debt securities are issued at an original issue discount, then the offering price of those debt securities shall be in an amount that will result in the aggregate initial price not to exceed $56,000,000, less the dollar amount of any registered securities previously issued. Any offering of debt securities denominated other than in U.S. dollars will be treated as the equivalent of U.S. dollars based on the exchange rate applicable to the purchase of such debt securities at the time of initial offering.
 
(5)   Subject to note (2) above, there is being registered hereunder an indeterminate number of guarantees issued by one or more subsidiaries of Whiting Petroleum Corporation in connection with the debt securities offered by any prospectus supplement. Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.
 
(6)   Subject to note (2) above, there is being registered an indeterminate number of shares of common stock.
 
(7)   Subject to note (2) above, there is being registered an indeterminate number of shares of preferred stock.
 
(8)   Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of warrants, representing rights to purchase debt securities, preferred stock or common stock.
 
(9)   Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of stock purchase contracts, representing obligations to purchase preferred stock, common stock or other securities.
 
(10)   Subject to note (2) above, there is being registered hereunder an indeterminate amount and number of stock purchase units, consisting of stock purchase contracts together with debt securities, preferred stock, warrants or debt obligations of third parties securing the holders’ obligations to purchase the securities under the stock purchase contracts.
 
(11)   Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3.
 
     This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

 


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* TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
EXPLANATORY NOTE
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
EXHIBIT INDEX
Opinion/Consent of Foley & Lardner LLP
Consent of Deloitte & Touche LLP
Consent of KPMG LLP
Consent of KPMG LLP
Consent of Cawley, Gillespie & Associates, Inc
Consent of R.A. Lenser & Associates, Inc.
Consent of Ryder Scott Company, L.P.
Consent of Netherland, Sewell & Associates, Inc.


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* TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
                 
        Primary Standard      
    State or Other   Industrial   I.R.S. Employer  
    Jurisdiction of   Classification   Identification  
Name, Address and Telephone Number (1)   Incorporation   Number   Number  
Whiting Oil and Gas Corporation
  Delaware   1311     84-0918829  
Equity Oil Company
  Colorado   1311     87-0129795  
Whiting Programs, Inc.
  Delaware   1311     84-0865622  
 
(1)   The address for each of these additional registrants is 1700 Broadway, Suite 2300, Denver, Colorado 80290- 2300. Their telephone number is (303) 837-1661.
EXPLANATORY NOTE
     This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933. The contents of the Registration Statement on Form S-3 (Registration No. 333-121615), including all amendments and exhibits thereto, filed by Whiting Petroleum Corporation with the Securities and Exchange Commission, which was declared effective on January 14, 2005, are incorporated herein by reference.

 


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
WHITING PETROLEUM CORPORATION
By: /s/ James J. Volker
      James J. Volker
      Chairman, President and Chief Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ James J. Volker
 
James J. Volker
  Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer)
  September 19, 2005
 
       
/s/ Michael J. Stevens
 
Michael J. Stevens
  Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
  September 19, 2005
 
       
*
 
  Director   September 19, 2005
Thomas L. Aller
       
 
       
*
 
  Director   September 19, 2005
Graydon D. Hubbard
       
 
       
*
 
  Director   September 19, 2005
J.B. Ladd
       
 
       
*
 
  Director   September 19, 2005
Palmer L. Moe
       
 
       
*
 
  Director   September 19, 2005
Kenneth R. Whiting
       
*By: /s/ James J. Volker
      James J. Volker
      Attorney-in-fact

S-1


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
WHITING OIL AND GAS CORPORATION
By: /s/ James J. Volker
      James J. Volker
      Chairman, President and Chief Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ James J. Volker
 
James J. Volker
  Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer)
  September 19, 2005
 
       
/s/ Michael J. Stevens
 
Michael J. Stevens
  Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)
  September 19, 2005

S-2


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
EQUITY OIL COMPANY
By: /s/ James J. Volker
      James J. Volker
      Chairman, President and Chief Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ James J. Volker
 
James J. Volker
  Chairman, President and Chief Executive Officer and Director
(Principal Executive Officer)
  September 19, 2005
 
       
/s/ Michael J. Stevens
 
Michael J. Stevens
  Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)
  September 19, 2005

S-3


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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 19, 2005.
WHITING PROGRAMS, INC.
By: /s/ James J. Volker
      James J. Volker
      Chairman, President and Chief Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
/s/ James J. Volker
 
James J. Volker
  Chairman, President and Chief Executive Officer and Sole Director
(Principal Executive Officer)
  September 19, 2005
 
       
/s/ Michael J. Stevens
 
Michael J. Stevens
  Vice President, Chief Financial Officer, Treasurer and Director
(Principal Financial and Accounting Officer)
  September 19, 2005

S-4


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EXHIBIT INDEX
     
Exhibit Number   Document Description
(5)
  Opinion of Foley & Lardner LLP.
 
   
(23.1)
  Consent of Deloitte & Touche LLP.
 
   
(23.2)
  Consent of KPMG LLP.
 
   
(23.3)
  Consent of KPMG LLP.
 
   
(23.4)
  Consent of Foley & Lardner LLP (contained in Exhibit 5).
 
   
(23.5)
  Consent of Cawley, Gillespie & Associates, Inc., Independent Petroleum Engineers.
 
   
(23.6)
  Consent of R.A. Lenser & Associates, Inc., Independent Petroleum Engineers.
 
   
(23.7)
  Consent of Ryder Scott Company, L.P., Independent Petroleum Engineers.
 
   
(23.8)
  Consent of Netherland, Sewell & Associates, Inc., Independent Petroleum Engineers.
 
   
(24)
  Powers of Attorney [Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-3 (Reg. No. 333-121615)].

E-1

EX-5 2 d28855exv5.htm OPINION/CONSENT OF FOLEY & LARDNER LLP exv5
 

Exhibit 5
         
()
       FOLEY & LARDNER LLP
 ATTORNEYS AT LAW
 
       
       777 EAST WISCONSIN AVENUE
       MILWAUKEE, WISCONSIN 53202-5306
       414.271.2400 TEL
       414.297.4900 FAX
       www.foley.com
  September 19, 2005    
Whiting Petroleum Corporation
1700 Broadway, Suite 2300
Denver, CO 80290
Ladies and Gentlemen:
     We have acted as counsel for Whiting Petroleum Corporation, a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company from time to time of up to an additional $56,000,000 aggregate amount of: (i) unsecured debt securities of the Company, which may be either senior or subordinated and may include additional 71/4% Senior Subordinated Notes due 2012 of the Company (the “Debt Securities”) and which may be fully and unconditionally guaranteed (the “Guarantees”) by certain of the Company’s domestic subsidiaries (the “Subsidiary Guarantors”); (ii) shares of the Company’s common stock, $.001 par value (the “Common Stock”); (iii) shares of the Company’s preferred stock, $.001 par value (the “Preferred Stock”); (iv) warrants to purchase securities of the Company (the “Warrants”); (v) contracts to purchase shares of Common Stock or other securities of the Company (the “Stock Purchase Contracts”); and (vi) units, each comprised of a Stock Purchase Contract and either debt or other securities of the Company or debt obligations of third parties securing the holder’s obligation to purchase securities under the Stock Purchase Contracts (the “Stock Purchase Units” and, together with the Debt Securities, the Guarantees, the Common Stock, the Preferred Stock, the Warrants and the Stock Purchase Contracts, the “Securities”). The Prospectus provides that it will be supplemented by one or more supplements to such Prospectus (each, a “Prospectus Supplement”).
     As counsel to the Company in connection with the proposed issuance and sale of the Securities, we have examined: (i) the Registration Statement, including the Prospectus, and the exhibits (including those incorporated by reference), each constituting a part of the Registration Statement; (ii) the Company’s Amended and Restated Certificate of Incorporation and By-laws, each as amended to date; (iii) the Indenture, dated May 11, 2004, among the Company, the Guarantors listed therein and J.P. Morgan Trust Company, National Association, as trustee (the “2004 Indenture”); (iv) the Subordinated Indenture, dated April 19, 2005, among the Company, the Guarantors listed therein and J.P. Morgan Trust Company, National Association, as trustee (the “Subordinated Indenture”); (v) the form of indenture for senior Debt Securities included as an exhibit to the Registration Statement (the “Senior Indenture” and, together with the 2004 Indenture and the Subordinated Indenture, the “Indentures”); and (vii) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
                 
BOSTON
  JACKSONVILLE   NEW YORK   SAN DIEGO/DEL MAR   TAMPA
BRUSSELS
  LOS ANGELES   ORLANDO   SAN FRANCISCO   TOKYO
CHICAGO
  MADISON   SACRAMENTO   SILICON VALLEY   WASHINGTON, D.C.
DETROIT
  MILWAUKEE   SAN DIEGO   TALLAHASSEE   WEST PALM BEACH

 


 

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September 19, 2005
Page 2
     In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that (i) the Registration Statement, and any amendments thereto, will have become effective and will comply with all applicable laws; (ii) a Prospectus Supplement, if required, will have been prepared and filed with the SEC describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable Prospectus Supplement; (iv) the Senior Indenture and the Subordinated Indenture, together with any supplemental indenture relating to a series of Debt Securities to be issued under any of the Indentures, will each be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (v) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (vi) any Securities issuable upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (vii) with respect to shares of Common Stock or Preferred Stock offered, there will be sufficient shares of Common Stock or Preferred Stock authorized under the Company’s Amended and Restated Certificate of Incorporation and not otherwise reserved for issuance.
     Based upon the foregoing, we are of the opinion that:
     1. The Company is validly existing as a corporation under the laws of the State of Delaware.
     2. All requisite action necessary to make any Debt Securities and any Guarantees valid, legal and binding obligations of the Company and the Subsidiary Guarantors, respectively, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law, shall have been taken when:
     a. The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to establish the terms of such Debt Securities and to authorize the issuance and sale of such Debt Securities;
     b. The Board of Directors of each Subsidiary Guarantor, or a committee thereof or one or more officers of such Subsidiary Guarantor, in each case duly authorized by the Board of Directors, shall have taken action to establish the terms of the Guarantees and to authorize the issuance and sale of such Guarantees;
     c. The terms of such Debt Securities and, if applicable, Guarantees and of their issuance and sale have been established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company or any Subsidiary Guarantor and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company or a Subsidiary Guarantor;

 


 

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September 19, 2005
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     d. Such Debt Securities and, if applicable, Guarantees, shall have been duly executed, authenticated and delivered in accordance with the terms and provisions of the applicable Indenture; and
     e. Such Debt Securities and, if applicable, such Guarantees, shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.
     3. All requisite action necessary to make any shares of Common Stock validly issued, fully paid and nonassessable will have been taken when:
     a. The Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions to authorize the issuance and sale of the Common Stock; and
     b. Such shares of Common Stock shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.
     4. All requisite action necessary to make any shares of Preferred Stock validly issued, fully paid and nonassessable will have been taken when:
     a. The Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions to establish the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions, if any, and other terms of such shares as set forth in or contemplated by the Registration Statement, the exhibits thereto and any Prospectus Supplement relating to the Preferred Stock, and to authorize the issuance and sale of such shares of Preferred Stock;
     b. A Certificate of Designations with respect to the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions, if any, and other terms of such shares shall have been filed with the Secretary of State of the State of Delaware in the form and manner required by law; and
     c. Such shares of Preferred Stock shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.
     5. All requisite action necessary to make any Warrants valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law, shall have been taken when:

 


 

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September 19, 2005
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     a. The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to approve and establish the terms and form of the Warrants and the documents, including any warrant agreements, evidencing and used in connection with the issuance and sale of the Warrants, and to authorize the issuance and sale of such Warrants;
     b. The terms of such Warrants and of their issuance and sale have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;
     c. Any such warrant agreements shall have been duly executed and delivered;
     d. Such Warrants shall have been duly executed and delivered in accordance with the terms and provisions of the applicable warrant agreement; and
     e. Such Warrants shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.
     6. All requisite action necessary to make any Stock Purchase Contracts and Stock Purchase Units valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law, shall have been taken when:
     a. The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to approve and establish the terms of the Stock Purchase Contracts and the documents evidencing and used in connection with the issuance and sale of the Stock Purchase Units, and to authorize the issuance and sale of such Stock Purchase Contracts and Stock Purchase Units;
     b. The terms of such Stock Purchase Contracts and Stock Purchase Units and of their issuance and sale have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;
     c. Such Stock Purchase Contracts and Stock Purchase Units shall have been duly executed and delivered in accordance with their respective terms and provisions; and
     d. Such Stock Purchase Contracts and Stock Purchase Units shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.

 


 

()
September 19, 2005
Page 5
     We are qualified to practice law in the State of Wisconsin and we do not purport to be experts on the law other than that of the State of Wisconsin, the provisions of the Delaware General Corporation Law and the federal laws of the United States of America. We express no opinion as to the laws of any jurisdiction other than the State of Wisconsin, the provisions of the Delaware General Corporation Law and the federal laws of the United States. To the extent matters covered by our opinion are governed by the laws of a jurisdiction other than the State of Wisconsin, the provisions of the Delaware General Corporation Law or the federal laws of the United States, we have assumed, without independent investigation, that the applicable laws of such jurisdiction are identical in all relevant respects to the substantive laws of the State of Wisconsin.
     We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is included as part of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Foley & Lardner LLP

 

EX-23.1 3 d28855exv23w1.htm CONSENT OF DELOITTE & TOUCHE LLP exv23w1
 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated February 24, 2005, relating to the financial statements (which report expresses an unqualified opinion and contains an explanatory paragraph referring to a change in Whiting Petroleum Corporation’s method of accounting for asset retirement obligations) and financial statement schedule of Whiting Petroleum Corporation, and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Whiting Petroleum Corporation for the year ended December 31, 2004 and to the reference to us under the heading “Experts” in the Prospectus Supplement, which is part of Registration Statement No. 333-121615.
 
/s/ Deloitte & Touche LLP
Denver, Colorado
September 16, 2005

 

EX-23.2 4 d28855exv23w2.htm CONSENT OF KPMG LLP exv23w2
 

Exhibit 23.2
Consent of Independent Accountants
The Board of Directors
Celero Energy, LP:
We consent to the incorporation by reference in this registration statement on Form S-3 of Whiting Petroleum Corporation of our report dated August 11, 2005, with respect to the statements of revenues and direct operating expenses of the oil and gas properties (the Postle Properties) acquired in July 2004 by Celero Energy, LP for the six months ended June 30, 2005 and each of the years in the three-year period ended December 31, 2004, which report appears in the Form 8-K/A of Whiting Petroleum Corporation dated September 19, 2005.
 
/s/ KPMG LLP
Dallas, Texas
September 19, 2005

 

EX-23.3 5 d28855exv23w3.htm CONSENT OF KPMG LLP exv23w3
 

Exhibit 23.3
Consent of Independent Accountants
The Board of Directors
Celero Energy, LP:
We consent to the incorporation by reference in this registration statement on Form S-3 of Whiting Petroleum Corporation of our report dated August 11, 2005, with respect to the statements of revenues and direct operating expenses of the oil and gas properties (the North Ward Estes and Ancillary Properties) acquired in October 2004 by Celero Energy, LP for the six months ended June 30, 2005, year ended December 31, 2004, and three months ended December 31, 2003, which report appears in the Form 8-K/A of Whiting Petroleum Corporation dated September 19, 2005.
 
/s/ KPMG LLP
Dallas, Texas
September 19, 2005

 

EX-23.5 6 d28855exv23w5.htm CONSENT OF CAWLEY, GILLESPIE & ASSOCIATES, INC exv23w5
 

Exhibit 23.5
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
     The undersigned hereby consents to the references to our firm in the form and context in which they are incorporated by reference in this Registration Statement on Form S-3 of Whiting Petroleum Corporation and the related prospectus that is a part thereof. We hereby further consent to the incorporation by reference in such Registration Statement and prospectus of information contained in our report setting forth the estimates of revenues from Whiting Petroleum Corporation’s oil and gas reserves as of January 1, 2005.
      
         
  Sincerely,
 
 
  /s/ Cawley, Gillespie & Associates, Inc.    
  Cawley, Gillespie & Associates, Inc.   
     
 
September 16, 2005

 

EX-23.6 7 d28855exv23w6.htm CONSENT OF R.A. LENSER & ASSOCIATES, INC. exv23w6
 

Exhibit 23.6
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
     The undersigned hereby consents to the references to our firm in the form and context in which they are incorporated by reference in this Registration Statement on Form S-3 of Whiting Petroleum Corporation and the related prospectus that is a part thereof. We hereby further consent to the incorporation by reference in such Registration Statement and prospectus of information contained in our report setting forth the estimates of revenues from Whiting Petroleum Corporation’s oil and gas reserves as of January 1, 2005.
      
         
  Sincerely,
 
 
  /s/ R.A. Lenser & Associates, Inc.    
     
  R.A. Lenser & Associates, Inc.   
 
September 16, 2005

 

EX-23.7 8 d28855exv23w7.htm CONSENT OF RYDER SCOTT COMPANY, L.P. exv23w7
 

Exhibit 23.7
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
     The undersigned hereby consents to the references to our firm in the form and context in which they are incorporated by reference in this Registration Statement on Form S-3 of Whiting Petroleum Corporation and the related prospectus that is a part thereof. We hereby further consent to the incorporation by reference in such Registration Statement and prospectus of information contained in our report setting forth the estimates of revenues from Whiting Petroleum Corporation’s oil and gas reserves as of January 1, 2005.
      
         
  Sincerely,
 
 
  /s/ Ryder Scott Company, L.P.    
  Ryder Scott Company, L.P.   
     
 
September 16, 2005

 

EX-23.8 9 d28855exv23w8.htm CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. exv23w8
 

Exhibit 23.8
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
     The undersigned hereby consents to the references to our firm in the form and context in which they are incorporated by reference in this Registration Statement on Form S-3 of Whiting Petroleum Corporation and the related prospectus that is a part thereof. We hereby further consent to the incorporation by reference in such Registration Statement and prospectus of information contained in our report setting forth the estimates of revenues from oil and gas reserves as of July 1, 2005 for properties located in New Mexico, Oklahoma and Texas acquired or to be acquired by Whiting Petroleum Corporation from Celero Energy, LP.
      
         
  Sincerely,
 
 
  /s/ Netherland, Sewell & Associates, Inc.    
  Netherland, Sewell & Associates, Inc.   
     
 
September 16, 2005

 

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