-----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, KHZtOi76lXFyZ/9VIwBlDe+53PueJ4ZzwvK8v0YPRIKFdq+R/HHwNi25Qd+VsiVP 2LBXEmAuXh2d47DCF3ihsg== 0000950134-97-007172.txt : 19971003 0000950134-97-007172.hdr.sgml : 19971003 ACCESSION NUMBER: 0000950134-97-007172 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-33979 FILED AS OF DATE: 19971001 EFFECTIVENESS DATE: 19971001 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO ENERGY INC CENTRAL INDEX KEY: 0000908797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752488635 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991 FILM NUMBER: 97689691 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO RESOURCES INC CENTRAL INDEX KEY: 0000863924 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840824557 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-01 FILM NUMBER: 97689692 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO LOUISIANA PRODUCTION CO CENTRAL INDEX KEY: 0001044994 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760369936 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-02 FILM NUMBER: 97689693 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO LOUISIANA GATHERING CO CENTRAL INDEX KEY: 0001044995 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841033960 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-03 FILM NUMBER: 97689694 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO FAIRBANKS GATHERING CO CENTRAL INDEX KEY: 0001044996 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 761228000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-04 FILM NUMBER: 97689695 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COHO EXPLORATION INC CENTRAL INDEX KEY: 0001044997 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752660779 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-05 FILM NUMBER: 97689696 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2147748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE NATURAL GAS CO CENTRAL INDEX KEY: 0001045172 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760369928 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: SEC FILE NUMBER: 333-36991-06 FILM NUMBER: 97689697 BUSINESS ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: STE 860 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9727748300 MAIL ADDRESS: STREET 1: 14785 PRESTON RD STREET 2: SUITE 860 CITY: DALLAS STATE: TX ZIP: 75240 S-3MEF 1 REGISTRATION ON FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997 REGISTRATION NUMBER 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ COHO ENERGY, INC. (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS BELOW TEXAS 75-2488635 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (972) 774-8300 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) ------------------------ JEFFREY CLARKE 14785 PRESTON ROAD, SUITE 860 DALLAS, TEXAS 75240 (972) 774-8300 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies to: FULBRIGHT & JAWORSKI L.L.P. CRAVATH, SWAINE & MOORE 1301 MCKINNEY, SUITE 5100 825 EIGHTH AVENUE HOUSTON, TEXAS 77010-3095 NEW YORK, NEW YORK 10019 (713) 651-5151 (212) 474-1000 ATTN: JERRY L. WICKLIFFE ATTN: KRIS F. HEINZELMAN
Approximate date of commencement of proposed sale to the public: As soon as practicable after the 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. [ ] 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, check the following box. [ ] 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] 333-33979 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- 8 7/8% Senior Subordinated Notes Due 2007 ......................... $25,000,000 100% $25,000,000 $7,575.76 - ------------------------------------------------------------------------------------------------------------------------- Subsidiary Guarantees of 8 7/8% Senior Subordinated Notes Due 2007 ......................... -- -- -- (1) ==========================================================================================================================
(1) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the Subsidiary Guarantees. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 2 TABLE OF ADDITIONAL REGISTRANTS
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION I.R.S. EMPLOYER AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION IDENTIFICATION NO. --------------------------- -------------------------------- ------------------ Coho Resources, Inc................................. Nevada 84-0824557 Coho Louisiana Production Company................... Delaware 76-0369936 Coho Louisiana Gathering Company.................... Delaware 84-1033960 Coho Fairbanks Gathering Company.................... Delaware 76-1228000 Coho Exploration, Inc............................... Delaware 75-2660779 Interstate Natural Gas Company...................... Delaware 76-0369928
================================================================================ 3 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Registration No. 333-33979) filed by Coho Energy, Inc. with the Securities and Exchange Commission (the "Commission") on August 20, 1997, as amended by Amendment No. 1 thereto filed on August 29, 1997, Amendment No. 2 thereto filed on September 9, 1997 and Amendment No. 3 thereto filed on September 29, 1997, which was declared effective by the Commission on September 29, 1997, including the exhibits thereto, are incorporated herein by reference. 4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS (a) Exhibits: All the exhibits filed with or incorporated by reference in Registration Statement No. 333-33979 are incorporated by reference into, and shall be deemed part of this registration statement, except the following which are filed herewith:
EXHIBIT NO. DESCRIPTION - ------- ----------- 5 --Opinion of Fulbright & Jaworski L.L.P. 15 --Letter regarding unaudited interim financial information. 23.1 --Consent of Arthur Andersen LLP 23.2 --Consent of KPMG Peat Marwick LLP 23.3 --Consent of Ryder Scott Company Petroleum Engineers 23.4 --Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
II-1 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO ENERGY, INC. By: /s/ EDDIE M. LEBLANC, III ---------------------------------- Eddie M. LeBlanc, III Senior Vice President and Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Sr. Vice President and October 1, 1997 - ----------------------------------------------------- Chief Financial Officer Eddie M. LeBlanc, III (Principal Financial Officer) * Controller (Principal October 1, 1997 - ----------------------------------------------------- Accounting Officer) Susan J. McAden * Director October 1, 1997 - ----------------------------------------------------- Robert B. Anderson * Director October 1, 1997 - ----------------------------------------------------- Roy R. Baker * Director October 1, 1997 - ----------------------------------------------------- Frederick K. Campbell * Director October 1, 1997 - ----------------------------------------------------- Louis F. Crane * Director October 1, 1997 - ----------------------------------------------------- Howard I. Hoffen
II-4 6
SIGNATURE TITLE DATE --------- ----- ---- * Director October 1, 1997 - ----------------------------------------------------- Kenneth H. Lambert * Director October 1, 1997 - ----------------------------------------------------- Douglas R. Martin * Director October 1, 1997 - ----------------------------------------------------- Carl S. Quinn Director - ----------------------------------------------------- Jake Taylor *By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------ Eddie M. LeBlanc, III Attorney-in-Fact
II-5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO RESOURCES, INC. By: /s/ EDDIE M. LEBLANC, III ---------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) * Director October 1, 1997 - ----------------------------------------------------- R.M. Pearce *By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------ Eddie M. LeBlanc, III Attorney-in-Fact
II-6 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO LOUISIANA PRODUCTION COMPANY By: /s/ EDDIE M. LEBLANC, III ------------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) *By: /s/ EDDIE M. LEBLANC, III - ----------------------------------------------------- Eddie M. LeBlanc, III Attorney-in-Fact
II-7 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO LOUISIANA GATHERING COMPANY By: /s/ EDDIE M. LEBLANC, III ------------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------- Eddie M. LeBlanc, III Attorney-in-Fact
II-8 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO FAIRBANKS GATHERING COMPANY By: /s/ EDDIE M. LEBLANC, III ------------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) *By: /s/ EDDIE M. LEBLANC, III - ----------------------------------------------------- Eddie M. LeBlanc, III Attorney-in-Fact
II-9 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. COHO EXPLORATION, INC. By: /s/ EDDIE M. LEBLANC, III ---------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) *By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------ Eddie M. LeBlanc, III Attorney-in-Fact
II-10 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe 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 Dallas, State of Texas on October 1, 1997. INTERSTATE NATURAL GAS COMPANY By: /s/ EDDIE M. LEBLANC, III ---------------------------------- Eddie M. LeBlanc, III Chief Financial 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 --------- ----- ---- * President, Chief Executive October 1, 1997 - ----------------------------------------------------- Officer and Director Jeffrey Clarke (Principal Executive Officer) /s/ EDDIE M. LEBLANC, III Chief Financial Officer October 1, 1997 - ----------------------------------------------------- (Principal Financial Eddie M. LeBlanc, III Officer and Principal Accounting Officer) *By: /s/ EDDIE M. LEBLANC, III ------------------------------------------------ Eddie M. LeBlanc, III Attorney-in-Fact
II-11 13 INDEX TO EXHIBITS All exhibits filed with or incorporated by reference in Registration Statement No. 333-33979 are incorporated by reference into, and shall be deemed part of this registration statement, except the following which are filed herewith:
EXHIBIT NO. DESCRIPTION PAGE - ------- ----------- ---- 5 --Opinion of Fulbright & Jaworski L.L.P. 15 --Letter regarding unaudited interim financial information. 23.1 --Consent of Arthur Andersen LLP 23.2 --Consent of KPMG Peat Marwick LLP 23.3 --Consent of Ryder Scott Company Petroleum Engineers 23.4 --Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5)
EX-5 2 OPINION OF FULBRIGHT & JAWORSKI 1 EXHIBIT 5 [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD] October 1, 1997 Coho Energy, Inc. 14785 Preston Road, Suite 860 Dallas, Texas 75240 Ladies and Gentlemen: We have acted as counsel for Coho Energy, Inc., a Texas corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "462(b) Registration Statement") with respect to an additional $25,000,000 of 8-7/8% Senior Subordinated Notes Due 2007 (the "Notes") being offered by the Company. We have examined (i) the Articles of Incorporation and Bylaws of the Company, each as amended to date, (ii) a draft of an Indenture (the "Indenture"), between the Company and Marine Midland Bank, as Trustee, relating to the Notes, (iii) the Underwriting Agreement dated September 30, 1997, among the Company, Morgan Stanley & Co. Incorporated and Jefferies & Company, Inc., and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. The 462(b) Registration Statement covering the offer and sale of the Notes is being filed with the Commission in connection with the proposed public offering described in the Company's Registration Statement on Form S-3 (Registration Number 333-33979), as amended, filed with the Commission. In connection with this opinion, we have assumed that (i) the 462(b) Registration Statement will have become effective and (ii) the Notes offered will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the 462(b) Registration Statement. Based upon and subject to the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that when the Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and in accordance with the Underwriting Agreement upon payment of the consideration therefor provided for therein, the Notes will be legally issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement is subject to any applicable bankruptcy, insolvency, reorganization or other 2 Coho Energy, Inc. October 1, 1997 Page 2 law relating to or affecting creditors' rights generally and general principles of equity and will be entitled to the benefits of the Indenture. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the statements made with respect to us under the caption "Legal Matters" in the related Prospectus. Very truly yours, Fulbright & Jaworski L.L.P. EX-15 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION 1 [ARTHUR ANDERSEN LLP LETTERHEAD] EXHIBIT 15 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this 462(b) Registration Statement, of Coho Energy, Inc. for the registration of $25,000,000 of 8 7/8 Senior Subordinated Notes due 2007, of our report dated August 14, 1997, with respect to the consolidated financial statements and schedules of Coho Energy, Inc. included in the Registration Statement on Form S-3 (File no 333-33979), as amended, and related Prospectus of Coho Energy, Inc. dated September 30, 1997, for the registration of $125,000,000 of 8 7/8 Senior Subordinated notes due 2007. /s/ ARTHUR ANDERSEN LLP Dallas, Texas October 1, 1997 EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 1 [ARTHUR ANDERSEN LLP LETTERHEAD] Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this 462(b) Registration Statement, of Coho Energy, Inc. for the registration of $25,000,000 of 8 7/8 Senior Subordinated Notes due 2007, of our report dated February 24, 1997, with respect to the consolidated financial statements and schedules of Coho Energy, Inc. included in the Registration Statement on Form S-3 (File no 333-33979), as amended, and related Prospectus of Coho Energy, Inc. dated September 30, 1997, for the registration of $125,000,000 of 8 7/8 Senior Subordinated notes due 2007. /s/ ARTHUR ANDERSEN LLP Dallas, Texas October 1, 1997 EX-23.2 5 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 Consent of Independent Auditors The Board of Directors Coho Energy, Inc. We consent to the use of our reports included an incorporated by reference in the Registration Statement on Form S-3 relating to the consolidated statements of earnings, shareholders' equity and cash flows of Coho Energy, Inc. and subsidiaries for the year ended December 31, 1994 and related financial statement schedule, which reports appear in the December 31, 1996 Annual Report on Form 10K of Coho Energy, Inc. incorporated by reference herein and to the reference to our firm under the heading "Experts" in the Prospectuses, which are part of this Registration Statement. KPMG Peat Marwick LLP Dallas, Texas October 1, 1997 EX-23.3 6 CONSENT OF RYDER SCOTT COMPANY 1 [RYDER SCOTT COMPANY LETTERHEAD] EXHIBIT 23.3 CONSENT OF PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the inclusion in the registration statement of Coho Energy, Inc. of our letter report dated February 6, 1997 regarding our review of proved oil and gas reserve quantities as of December 31, 1996 and to all references to such letters and to our Firm incorporated by reference in this Rule 462(b) registration statement. RYDER SCOTT COMPANY PETROLEUM ENGINEERS /s/ RYDER SCOTT COMPANY PETROLEUM ENGINEERS -------------------------- Houston, Texas October 1, 1997 -----END PRIVACY-ENHANCED MESSAGE-----