-----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, NwMI2em5fYRWNBAyorE5o24P8jEqn+oR9cnKNLdnuNGbQcI97V6pdZOyGI+Etk3K bcdNZ/glW4dB2MvAUD8DMQ== 0000889812-97-002243.txt : 19971028 0000889812-97-002243.hdr.sgml : 19971028 ACCESSION NUMBER: 0000889812-97-002243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 REFERENCES 429: 033-86206 REFERENCES 429: 033-92054 REFERENCES 429: 333-11293 REFERENCES 429: 333-27627 FILED AS OF DATE: 19971024 EFFECTIVENESS DATE: 19971024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PETROLEUM CORP CENTRAL INDEX KEY: 0000082925 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 133103494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38785 FILM NUMBER: 97700840 BUSINESS ADDRESS: STREET 1: 1111 NORTHSHORE DRIVE STREET 2: SUITE N 425 CITY: KNOXVILLE STATE: TN ZIP: 37919 BUSINESS PHONE: 4239090890 MAIL ADDRESS: STREET 1: 1111 NORTHSHORE DRIVE STREET 2: SUITE N 425 CITY: KNOXVILLE STATE: TN ZIP: 37919 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on: October 24, 1997. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 United Petroleum Corporation (Exact name of registrant as specified in its charter) Delaware 13-310494 (State of incorporation) (I.R.S. Employer I.D. Number) 1111 Northshore Drive - Suite N. 425 Knoxville, Tennessee 37919 (Address of principal executive offices) (zip code) United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan and the 1997 Amendment #2 Full Title of the Plan Mr. Michael F. Thomas, President United Petroleum Corporation 1111 Northshore Drive - Suite N. 425 Knoxville, Tennessee 37919 (Name and address of agent for service) (423) 909-0890 (Telephone number, including area code, of Agent for Service) CALCULATION OF REGISTRATION FEE
Title of Amount To Proposed Proposed Amount Class of Be Maximum Maximum of Fee Securities Registered Price per Offering To Be (1) Share(2) Price Registered ========================= ======================= ======================== ===================== ===================== Common 1,000,000 $0.265625 $265,625 $80.49 Stock, $.01 par value
- -------- (1) This registration statement covers 1,000,000 shares, the increased number of shares for which options may be granted or bonus shares issued under the 1994 Stock Option and Stock Bonus Plan as the result of the 1997 Amendment #2 to the 1994 Stock Option and Stock Bonus Plan. In addition, this registration statement covers such additional indeterminate number of shares of Common Stock as may be issued upon exercise of options by reason of adjustments in the number of shares of Common Stock pursuant to anti-dilution provisions contained in the plan under which the options were granted. Because such additional shares of Common Stock will, if issued, be issued for no additional consideration, no registration fee is required. (2) Estimated solely for calculation of the amount of the registration fee. All shares of Common Stock are being offered to employees (as said term is defined in the General Instructions to the Form S-8) who are not restricted as to the price or prices at which such securities may be sold. It is anticipated that such securities will be offered at prices approximating fluctuating market prices. Therefore, pursuant to Rule 457 of the Securities Act of 1933, as amended, the registration fee has been calculated based upon the higher of (i) the average of $0.25 per share and $0.28125 per share, the bid and asked prices of the Company's Common Stock on October 21, 1997 as reported by The NASDAQ Stock Market, Small Cap Market, or (ii) the maximum exercise price per share for shares of common stock issuable upon exercise of options to purchase common stock. 2 Prior Registration Statement This registration statement on Form S-8 relates to registration statements on Form S-8, file no. 33-86206, filed on November 8, 1994, which registered shares issuable in accordance with the terms of the 1994 Stock Option and Stock Bonus Plan, and which was amended by amendment filed with the Securities and Exchange Commission on May 8, 1995, Registration Statement on Form S-8, file no. 33-92054, by amendment filed with the SEC on September 3, 1996, Registration Statement on Form S-8, file no. 333-11293 and by amendment filed with the SEC on May 22, 1997, Registration Statement on Form S-8, file no. 333-27627 and such registration statements are incorporated by reference herein. Additional Information This registration statement of Form S-8 covers 1,000,000 shares, the increased number of shares for which options may be granted or bonus shares issued under the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the 1997 Amendment #2 to the Plan. Item 8. Exhibits. 4.1 One Capital Advisory Agreement* 4.2 Wood Capital Associates Consulting Agreement* 4.3 United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan* 4.4 1995 Amendment to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan** 4.5 1996 Amendment to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan. *** 4.6 Agreement between M.A.G. & Associates, Inc. and United Petroleum Corporation** 4.7 Agreement between Strategic Holdings Corporation and United Petroleum Corporation *** 4.8 1997 Amendment to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan.**** 4.9 Agreement between Joel Brownstein and United Petroleum Corporation dated April 25, 1997.**** 4.10 1997 Amendment #2 to United Petroleum Corporation 1994 Stock Option and Stock Bonus Plan. 3 4.11 Consulting Agreement between Equity Management Partners and United Petroleum Corporation dated January 2, 1997. 4.12 Agreement between Sound Capital, Inc. and United Petroleum Corporation dated June 8, 1997. 5.1 Opinion of Brenman Key & Bromberg, PC.* 5.2 Opinion of Robson & Miller, LLP 24.1 Consent of Reel & Swafford, PLLC 24.2 Consent of Robson & Miller, LLP which is contained in Exhibit No. 5.2 - --------------- *Incorporated by reference to Registration Statement on Form S-8, no. 33-86206 filed on November 8, 1994. **Incorporated by reference to Registration Statement on Form S-8, no. 33-92054 filed on May 8, 1995. *** Incorporated by reference to Registration Statement on Form S-8, no. 333-11293 filed on September 3, 1996. **** Incorporated by reference to Registration Statement on Form S-8, no. 333-27627 filed on May 22, 1997. [Rest of Page Intenionally Left Blank] 4 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, State of Tennessee, on October 21, 1997 UNITED PETROLEUM CORPORATION (Registrant) By: s/Michael F. Thomas --------------------------------- Michael F. Thomas, President Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in their capacities and on the dates indicated. Signature Title Date s/Michael F. Thomas Chief Executive October 21, 1997 - -------------------------- Officer, and Michael F. Thomas Director s/Dwight S. Thomas Director October 21, 1997 - -------------------------- Dwight S. Thomas s/Neal Melnick Director October 21, 1997 - -------------------------- Neal Melnick s/Walter Helton Director October 21, 1997 - -------------------------- Walter Helton s/Arthur H. VanBuren Director October 22, 1997 - -------------------------- Arthur H. VanBuren Director October , 1997 - -------------------------- Antonio Julio Gonzales 5 Director October , 1997 - -------------------------- Eugenio Rolando Martinez Director October , 1997 - -------------------------- Steven Bauer s/Charles Lobetti Principal Financial October 21, 1997 - -------------------------- and Accounting Charles Lobetti Officer 6 EX-4.10 2 AMENDMENT #2 TO UNITED PETROLEUM CORPORATION 1994 STOCK OPTION AND STOCK BONUS PLAN EXHIBIT 4.10 UNITED PETROLEUM CORPORATION 1997 AMENDMENT #2 TO 1994 STOCK AND STOCK BONUS PLAN The 1994 Stock Option and Stock Bonus Plan (the "Plan") of United Petroleum Corporation (the "Company") is hereby amended as follows: Paragraph 4(a) is hereby further amended to provide that the aggregate number of shares of Common Stock as to which Options and Bonuses may be granted from time to time under the Plan shall be increased from 4,700,000 to 5,700,000. This amendment to the Plan was approved by the Board of Directors of the Company on September 17, 1997. If this Amendment is not approved by the shareholders of the Company within 12 months of the date the Amendment was approved by the Board of Directors of the Company as required by Section 411(b)(1) of the Internal Revenue Code, this Amendment and any options granted thereunder shall be and remain effective, but the reference to Incentive Stock Options in the Plan shall be deleted and all options granted pursuant to this Amendment shall be Non-Qualified Stock Options pursuant to Section 7 of the Plan. EX-4.11 3 CONSULTING AGREEMENT BETWEEN EQUITY MANAGEMENT PARTNERS CORPORATION AND UNITED PETROLEUM CORPORATION DATED JANUARY 2, 1997 EXHIBIT 4.11 CONSULTING AGREEMENT This Agreement made this 2nd day of January, 1997, by and between Equity Management Partners Corporation, a Tennesee corporation ("Consultant") and United Petroleum Corporation a Delaware corporation ("UPET"). RECITALS: A. Consultant a corporation engaged in advising and assisting business entities in mergers, acquisitions and the financing of such transactions; and has, through its officers and directors substantial experience in such matters and the sources to assist in completing these types of transactions. B. UPET is a publicly traded corporation, currently listed on the NASDAQ Small Cap exchange, which is engaged, through one of its subsidiaries, in full service car washes, gasoline and convenience stores, and quick lube centers; and in another subsidiary in the drilling and production of natural gas and oil. C. UPET is interested in the expansion of it's business through acquisitions of existing like businesses, and requires the assistance of Consultant in identifying, evaluating, negotiating and financing such acquisitions, and in the restructuring of existing debt of UPET and it's subsidiaries. NOW THEREFORE, WITNESSETH, that in consideration of the mutual covenants contained herein and other good and valuable considerations, receipt of which is acknowledged, the parties agree as follows: 1. Engagement. UPET engages Consultant and Consultant agrees to the engagement to perform the services hereinbelow defined. 2. Scope of Agreement. Consultant agrees that it will, at the direction of the President, CEO and/or Board of Directors ("Directors") of UPET perform such services as may be requested including but not limited to: (a) identifying potential acquisition or merger candidates; (b) advising UPET on the viability of potential acquisitions or mergers; (c) advising UPET on negotiating strategies; (d) locating and arranging potential financing for identified acquisitions or mergers; and advising UPET on matters related to restructuring and refinancing of its exiting debt and that of it's subsidiaries; (e) raising Equity or Quasi-Equity for UPET or its subsidiaries; and (f) locating and arranging Debt financing for UPET or its subsidiaries. 3. Compensation. (a) An initial retainer in the amount of $40,000, which retainer shall be payable in S-8 free trading common stodck of UPET. (b) UPET agrees to pay to Consultant a retainer in the amount of $10,000 per month commencing January 1, 1997, which retainer shall be payable in S-8 free trading common stock of UPET. The initial retainer shall be for a period of three (3) months. The shares to be issued shall valued at the average closing bid price for the stock based on the five days preceding the date on which the payment is due. (c) UPET agrees to pay to Consultant a commission payable in cash for each acquisition or merger consummated by the UPET or any Affiliate of the UPET during the Term hereof in which Consultant has performed any services as hereinabove defined. The commissions shall be based upon the consideration (whether such consideration is in the form of cash, stock, notes, bonds, debentures, reserved production payments or other reserved interests or any other thing of value, or any combination of the foregoing) actually paid or agreed to be paid by the UPET or any Affiliate of the UPET in connection with an acquisition or merger, shall be paid to Consultant within thirty (30) days of the closing of the acquisition or merger, after deduction of the retainer paid, which shall be chargeable to such acquisition or merger, and shall be determined as follows: Consideration Commission ------------- ---------- Up to and including 5% thereof $1,000,000 Above $1,0000,00 up to The aggregate of 5% on the first $2,000,000 $1,000,000; and 4% on the amount above $1,000,000 Above $2,000,000 up to The aggregate of 5% on the first $3,000,000 $1,000,000; and 4% on the second $1,000,000; and 3% on the amount above $2,000,000 Above $3,000,000 up to The aggregate of 5% on the first $4,000,000 $1,000,000; and 4% on the second $1,000,000; and 3% on the third $1,000,000; and 2% on the amount above $4,000,000 Above $4,000,000 The aggregate of 5% on the first $1,000,000; and 4% on the second $1,000,000; and 3% on the third $1,000,000; and 2% on the fourth $1,000,000; and 1% on the amount above $4,000,000 (d) UPET agrees to pay to Consultant a commission payable in cash for Equity or Quasi-Equity raised by the UPET or any Affiliate of the UPET during the Term hereof in which Consultant has performed any services and participated in raising such Equity or Quasi-Equity as hereinabove defined. The commissions shall be based upon the consideration (whether such consideration is in the form of cash, stock, notes, bonds, debentures, reserved production payments or other reserved interests or any other thing of value, or any combination of the foregoing) actually paid or agreed to be paid by the UPET or any Affiliate of the UPET in connection with such Equity or Quasi-Equity, shall be paid to Consultant within thirty (30) days of the closing of Equity or Quasi-Equity, after deduction of the retainer paid, which shall be chargeable to such Equity or Quasi-Equity, and shall be 3% of the Equity or Quasi-Equity. (e) UPET agrees to pay to Consultant a commission payable in cash for Debt raised by the UPET or any Affiliate of the UPET during the Term hereof in which Consultant has performed any services and participated in raising such Debt as hereinabove defined. The commissions shall be based upon the Face Amount of such Debt (whether such Debt is in the form of cash, debentures, or any other thing of value, or any combination of the foregoing) actually paid or agreed to be paid by the UPET or any Affiliate of the UPET in connection with such Debt, shall be paid to Consultant within thirty (30) days of the closing of Debt, after deduction of the retainer paid, which shall be chargeable to such Debt, and shall be 2% of the Debt. 4. Confidentiality. (a) During the Term of this Agreement and thereafter, Consultant agrees to maintain the confidential nature of the UPET's trade secrets, including, without limitation, development ideas, acquisition strategies and plans, financial information, records, "know-how", methods of doing business, customer, supplier and distributor lists and all other confidential information of the UPET. Consultant shall not use (other than in connection with his services), in any way whatsoever, such trade secrets except as authorized in writing by the UPET. Consultant shall, upon the termination of this agreement, deliver to the UPET any and all records, books, documents or any other materials whatsoever (including all copies thereof) containing such trade secrets, which shall be and remain the property of the UPET. (b) All documents, papers, materials, notes, books, correspondence, drawings and other written and graphic records relating to the Business of the UPET which Consultant shall prepare or use, or come into contact with, shall be and remain the sole property of the UPET and, effective immediately upon the termination of this Agreement with the UPET for any reason, shall not be removed from the UPET's premises without the UPET's prior written consent. 5. Severability. If any covenant or provision contained in this Agreement is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity of any other covenant or provision. If, in any arbitration or judicial proceeding, a tribunal shall refuse to enforce any provision, then such unenforceable provision(s) shall be deemed eliminated from the provisions hereof for the purpose of such proceedings to the extent necessary to permit the remaining separate covenants to be enforced in such proceedings. 6. Termination. This Agreement may be terminated by either party upon sixty (60) days prior written notice as provided in Section 10 below. 7. Equitable Remedies. Consultant and UPET agree that the services to be rendered by Consultant pursuant to this Agreement, and the rights and interests granted and the obligations to be performed by Consultant to UPET pursuant to this Agreement, are of a special, unique, extraordinary and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in any action at law, and that a breach by Consultant of any of the terms of this Agreement will cause UPET great and irreparable injury and damage. Consultant hereby expressly agrees that UPET shall be entitled to the remedies of injunction, specific performance and other equitable relief to prevent a breach of the Confidentiality provisions of this Agreement, both pendente lite and permanently, against Consultant, as such breach would cause irreparable injury to UPET and a remedy at law would be inadequate and insufficient. Therefore, UPET may, in addition to pursuing its other remedies, obtain an injunction from any court having jurisdiction in the matter restraining any further violation. 8. Rights and Remedies Preserved. Nothing in this Agreement shall limit any right or remedy that UPET or Consultant may have under this Agreement or pursuant to law for any breach of this Agreement by the other party. The rights granted to the parties herein are cumulative and the election of one shall not constitute a waiver of such party's right to assert all other legal remedies available under the circumstances. 9. No Waivers. The failure to either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. 10. Notices. Any notice to be given to the UPET and Consultant under the terms of this Agreement may be delivered personally, by telecopy, telex or other form of written electronic transmission, or by registered or certified mail, postage prepaid, and shall be addressed as follows: If to the UPET: United Petroleum Corporation 4867 North Broadway Knoxville, Tennessee 37918 Attention: Secretary Telephone: (423) 688-0582 Telecopy: (423) 688-2266 If to Consultant: Equity Management Partners Corporation 721 Brixworth Blvd. Knoxville, Tennesee 37922 Telephone: (423) 966-8289 Telecopy: (423) 966-8290 AND a Copy to: Neal S. Melnick, Esquire P.O. Box 2681 Knoxville, TN 37917 Telephone: (423) 525-3900 Telecopy: (423) 523-2681 Either party may hereafter notify the other in writing of any change in address. Any notice shall be deemed duly given (i) when personally delivered, (ii) when telecopied, telexed or transmitted by other form of written electronic transmission (upon confirmation of receipt) or (iii) on the third day after it is mailed by registered or certified mail, postage prepaid, as provided herein. 11. Severability. The provisions of this Agreement are severable and if any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 12. Successor and Assigns. The rights and obligations of the UPET under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the UPET, including the survivor upon any merger, consolidation, share exchange or combination of the UPET with any other entity. Consultant shall not have the right to assign, delegate or otherwise transfer any duty or obligation to be performed by it hereunder to any person or entity. 13. Entire Agreement. This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties hereto, oral or written, and may not be modified or terminated orally. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced. This Agreement was the subject of negotiation by the parties hereto and their counsel. The parties agree that no prior drafts of this Agreement shall be admissible as evidence (whether in any arbitration or court of law) in any proceeding which involves the interpretation of any provisions of this Agreement. 14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without reference to the conflict of law principles thereof. 15. Section Headings. The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said sections. 16. Gender. Whenever the pronouns "he" or "his" are used herein they shall also be deemed to mean "she" or "hers" or "it" or "its" whenever applicable. Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply. 17. Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first above written. ATTEST: UNITED PETROLEUM CORPORATION A Delaware Corporation, /s/ Dwight Thomas By: /s/ Michael F. Thomas - -------------------------- --------------------- Secretary Title: President ------------------ /s/ Elizabeth A.Berkowitz By: /s/ Ronald J. Berkowitz - -------------------------- ------------------------- Secretary its President EX-4.12 4 AGREEMENT BETWEEN SOUND CAPITAL, INC. AND UNITED PETROLEUM CORPORATION DATED JUNE 8, 1997 EXHIBIT 4.12 [LETTERHEAD OF UNITED PETROLEUM CORPORATION] June 8, 1997 Sound Capital, Inc. Attention: Richard Chanois 2000 Island Blvd. Suite 1501 North Miami Beach, Florida 33160 Dear Richard: This letter agreement consisting of three pages, is between United Petroleum Corporation ("UPET") and Sound Capital, Inc. ("SCI"), consistent with the discussions held at our offices on June 5 and 6, 1997. SCI agrees to perform the following services for UPET: 1) Corporate lineage And Direction A) Assist in the creation of a multi-purpose investor relations kit containing Corporate Profile brochure executive bios., product fact sheets, product photos, background Q & A, testimonials, etc. B) Assist in the preparation of slides, videos and leave-behinds for the visits to brokers, as well as identifying appropriate analysis, brokers and potential market makers for presentation. C) Schedule and participate in presentations to brokers and analysts. D) Assist management in the preparation of press releases. 2) Market Makers A) Identify and target a cadre of potential market makers specific to the oil and gas industry and retail automotive service industry and those with a broader perspective of those industries. B) Conduct appropriate MAIL and FAX campaigns on a regular basis to inform the target audience of the potential of United Petroleum Corporation as a viable growing company. C) Direct follow-up information on corporate growth, contracts, and acquisitions to the target audience. 3) Investor Relations A) Maintain regular contact with investors using a Quarterly newsletter. Conduct routine Investor Survey to determine any "problem" areas of potential investor dissatisfaction. B) Advise management on the implementation of an Investor Relations program. 4) Media Relations A) Write and place positive "Case History" stories on the company's achievements and future plans for development in appropriate financial and trade media. B) Contact financial and technical writers to encourage them to do "Third Party" stories on United Petroleum Corporation. Continue media contact on a regular basis and as warranted by company's performance. Among those media to be considered are Bloomberg Business News, INC., Business Week, Fortune, Dow Jones News Service/Investor Report, Industry Week, Wall Street Journal, etc. Additionally trade magazines and publications also will be contacted for story placement. Term: The term of this consulting agreement shall be six (6) months commencing June 15, 1997. The agreement may be extended by mutual agreement of the parties, in writing. The agreement may be terminated without cause upon 30 days prior written notice, by either party. Compensation: A) UPET in consideration of the performance of SCI, as set forth above will issue directly to SCI 150,000 shares at the execution of this agreement and a number of shares, up to a maximum of up to an additional 150,000, based on the success of its performance hereunder, to be reviewed bimonthly to a maximum of 5,000 shares per review period. B) UPET shall additionally pay to SCI the sum of $2,500 per month, to include expenses; which payment shall, at the option of UPET, exercised on or before the 10th day of each month, be payable in shares of common stock, or in cash, or in a combination thereof. 2 In witness whereof, the parties sign their names as of the day and year first above written UNITED PETROLEUM CORPORATION By: /s/ Michael Thomas ------------------------------------- Michael Thomas, President SOUND CAPITAL, INC. By: /s/ Richard Chanois ------------------------------------- Richard Chanois, President * Exhibit A to be attached is a memo of the brokers to be targeted under paragraph 2(A). 3 EX-5.2 5 OPINION OF ROBSON & MILLER, LLP EXHIBIT 5.2 and 24.2 [LETTERHEAD OF ROBSON & MILLER, LLP] October 23, 1997 United Petroleum Corporation 4867 North Broadway Knoxville, Tennessee 37928 Re: United Petroleum Corporation Gentlemen: We have acted as counsel to United Petroleum Corporation, a Delaware corporation (the "Company"), in connection with a registration statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission for the purpose of registering an aggregate of 2,500,000 shares (the "Shares") of common stock, $.01 par value per share (the "Common Stock"), of the Company under the Securities Act of 1933, as amended (the "Act"), to be issued upon proper exercise of various stock options or as bonus shares in accordance with the 1994 Stock Option and Stock Bonus Plan (the "Plan"), as amended by the 1995 Amendment, as further amended by the 1996 and 1997 Amendments to the Plan (collectively the "Amended Plan"). As counsel for the Company, we have examined and are familiar with the Certificate of Incorporation and By-Laws of the Company, and all amendments thereto. We are also familiar with the form of the Company's stock certificate, the various stock option agreements and the Amended Plan pursuant to which shares of Common Stock are to be issued, as well as all corporate proceedings taken by the Company in connection with the authorization of the issuance of the Shares. Throughout such examination we have assumed the genuineness of signatures and accuracy and conformity to original documents of all copies of documents supplied to us. As to questions of fact material to the opinion expressed herein, we have, when relevant facts were not independently determinable, relied upon information furnished to us by officers and directors of the Company or their duly authorized agents or employees. Based upon the foregoing, it is our opinion that the Shares to be issued in accordance with the Amended Plan, when certificates therefor have been duly executed and delivered and the consideration therefor duly paid, either as services performed for bonus shares, or upon proper exercise of the several stock option agreements, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /S/ Robson & Miller, LLP Robson & Miller, LLP EX-24.1 6 CONSENT OF REEL & SWAFFORD, PLLC EXHIBIT 24.1 [LETTERHEAD OF REEL & SWAFFORD, PLLC] Independent Auditors' Consent The Board of Directors United Petroluem Corporation We consent to the reference to our firm under the caption "Experts" in the 1997 Amendment No. 2 to the 1994 Stock Option and Stock Bonus Plan of United Petroleum Corporation and Subsidiaries (UPET) on Form S-8 and to the use in such registration statement of our report dated April 3, 1997, on the consolidated balance sheets of UPET as of December 31, 1996, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended. The Form S-8 is for the purpose of registering an additional 1,000,000 shares of UPET common stock for the above referenced plan. /s/ Reel & Swafford, PLLC Reel & Swafford, PLLC Certified Public Accountants Nashville, Tennessee October 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----