EX-5.1 2 k09684a3exv5w1.htm OPINION OF FRASER TREBILCOCK DAVIS & DUNLAP, P.C. exv5w1
 

Exhibit 5.1
Fraser Trebilcock Davis & Dunlap, P.C.
Lawyers
             
PETER L. DUNLAP3
  PETER D. HOUK1   124 West Allegan Street, Suite 1000   Detroit Office
DOUGLAS J. AUSTIN
  JONATHAN E. RAVEN   LANSING, MICHIGAN 48933   Telephone (313) 237-7300
MICHAEL E. CAVANAUGH
  THADDEUS E. MORGAN   TELEPHONE (517) 482-5800   Facsimile: (313) 961-1651
JOHN J. LOOSE
  ANNE BAGNO WIDLAK   FACSIMILE (517) 482-0887                       
DAVID E.S. MARVIN4
  ANITA G. FOX4   website www.fraserlawfirm.com   Archie C. Fraser (1902-1998)
STEPHEN L. BURLINGAME
  ELIZABETH H. LATCHANA       Everett R. Trebilcock (1918-2002)
DARRELL A. LINDMAN
  TODD D. CHAMBERLAIN       James R. Davis (1918-2005)
IRIS K. LINDER
  RYAN M. WILSON                           
GARY C. ROGERS
  KENNETH S. WILSON2       Of Counsel
MARK A. BUSH
  ROBERT B. NELSON       Donald A. Hines
MICHAEL H. PERRY
  BRIAN P. MORLEY6       Ronald R. Pentecost
BRANDON W. ZUK
  JOHN D. MILLER7        
DAVID D. WADDELL
  TONI L. HARRIS8        
MICHAEL C. LEVINE
  RYAN K. KAUFFMAN   Writer’s Direct Dial: (517)377-0803   1Retired Circuit Judge
THOMAS J. WATERS
  JOSHUA S. SMITH   Writer’s E-mail: ILINDER@FRASERLAWFIRM.COM   2Also Licensed in Florida
MARK R. FOX2, 4
  KATHERINE A. WEED       3Also Licensed in Colorado
MICHAEL S. ASHTON
  JENNIFER UTTER HESTON       4Also Licensed in District of Columbia
H. KIRBY ALBRIGHT
  DOUGLAS L. MINKE       5Also Certified Public Accountant
GRAHAM K. CRABTREE
  NICOLE L. PROULX       6Also Licensed in North Carolina
MICHAEL P. DONNELLY
  VINCENT M. PECORA       7Also Licensed in Georgia
EDWARD J. CASTELLANI5
  G. ALAN WALLACE       8Also Admitted by U.S. Patent and Trademark Office
NAN ELIZABETH CASEY
           
November 3, 2006
Aurora Oil & Gas Corporation
4110 Copper Ridge Drive, Suite 1000
Traverse City, MI 49684
Dear Ladies and Gentlemen:
     We have acted as counsel to Aurora Oil & Gas Corporation, a Utah corporation (the “Company”) in connection with the Company’s filing of a Registration Statement on Form SB-2 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the resale of up to 3,919,540 shares of its common stock, par value $.01 per share (the “Common Stock”) by investors named in the Registration Statement. Of the registered shares, 3,761,760 shares (the “Issued and Outstanding Registered Shares”) are currently issued and outstanding, and 157,780 (the “Warrant/Option Shares”) are issuable upon exercise of certain warrants (the “Warrants”) and options (the “Options”).
     In connection with the foregoing, we have examined originals or copies satisfactory to us of: (i) the Registration Statement, including the form of prospectus included therein; (ii) certain resolutions of the Board of Directors the Company regarding the authorization of the Registered Shares, the Warrants and the Options pursuant to which certain of the Registered Shares are issuable; (iii) the form of the Warrants and Options; (iv) the Company’s Restated Articles of Incorporation; (v) the Company’s Bylaws; and (vi) a certificate as of a recent date from the State of Utah concerning the good standing of the Company as a corporation in Utah.
     We have also reviewed such other matters of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, we have, to the extent that

 


 

Aurora Oil & Gas Corporation
November 3, 2006
Page 2
relevant facts were not independently established by us, relied on certificates of public officials and certificates of officers or other representatives of the Company.
     We have also assumed that: (i) all Registered Shares have been or will be issued and sold in compliance with applicable federal and state securities laws; (ii) at the time of any offering or sale of any shares of Common Stock, the Company will have such number of shares of Common Stock authorized and available for issuance as may be offered and sold pursuant to the Registration Statement; (iii) there shall be no change in law affecting the validity of any of the shares of Common Stock (between the date hereof and the date of issuance and sale of such shares of Common Stock); and (iv) all parties to agreements involving the issuance or sale of the shares of Common Stock will perform their obligations thereunder in compliance with the terms of such documents.
     Based upon and subject to the foregoing, we are of the opinion that the issued and outstanding Registered Shares are legally issued, fully paid and non-assessable shares of Common Stock, and the Warrant/Option Shares will be, upon issuance in accordance with the terms of the Warrants/Options, legally issued, fully paid and non-assessable shares of Common Stock.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Commission promulgated pursuant to Section 7 of the Act or Item 509 of Regulation S-B promulgated under the Act.
     We are members of the Bar of the State of Michigan and do not hold ourselves out as being experts on laws other than laws of the State of Michigan and the laws of the United States of America. To the extent our opinion is based on Utah corporate law, we have relied on an unofficial compilation of the Utah Revised Business Corporation Act.
Very truly yours,
FRASER TREBILCOCK DAVIS & DUNLAP, P.C.
(/S/ FRASER TREBILCOCK DAVIS & DUNLAP, P.C.)