EX-5 3 bcex5forms842002.txt LAW OFFICES MCAFEE & TAFT A PROFESSIONAL CORPORATION 10TH FLOOR, TWO LEADERSHIP SQUARE 211 NORTH ROBINSON OKLAHOMA CITY, OKLAHOMA 73102-7103 (405) 235-9621 FAX (405) 235-0439 http://www.mcafeetaft.com April 10, 2002 Mr. Herb Mee, Jr. The Beard Company Enterprise Plaza, Suite 320 5600 North May Avenue Oklahoma City, Oklahoma 73112 Re: The Beard Company Deferred Stock Compensation Plan Ladies and Gentlemen: Reference is made to your Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission today with respect to 312,500 shares of common stock, $0.001333 par value per share (the "Common Stock") to be issued pursuant to The Beard Company Deferred Stock Compensation Plan (the "Plan"). We have examined your corporate records and made such other investigations as we deemed appropriate for the purpose of this opinion. Based upon the foregoing, we are of the opinion that: 1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Oklahoma. 2. The issuance of the Common Stock has been duly authorized by appropriate corporate action on behalf of the Company. 3. When issued pursuant to the Plan, the Common Stock will be validly issued, fully paid and non-assessable. We hereby consent to the inclusion of this opinion as an exhibit to the above mentioned Registration Statement. Very truly yours, McAFEE & TAFT A PROFESSIONAL CORPORATION