EX-5.1 3 v091961_ex5-1.htm

 EXHIBIT 5.1
FRASER TREBILCOCK DAVIS & DUNLAP, P.C.
LAWYERS

 
 
 
 
124 WEST ALLEGAN STREET, SUITE 1000
 
DETROIT OFFICE
PETER L. DUNLAP3
 
PETER D. HOUK1
 
LANSING, MICHIGAN 48933
 
TELEPHONE (313) 237-7300
DOUGLAS J. AUSTIN
 
JONATHAN E. RAVEN
 
TELEPHONE (517) 482-5800
 
FACSIMILE (313) 961-1651
MICHAEL E. CAVANAUGH9
 
THADDEUS E. MORGAN
 
FACSIMILE (517) 482-0887
 
 
JOHN J. LOOSE
 
ANNE BAGNO WIDLAK
 
website www.fraserlawfirm.com
 
archie c. fraser
DAVID E.S. MARVIN4
 
ANITA G. FOX4
 
 
 
(1902-1998)
STEPHEN L. BURLINGAME
 
ELIZABETH H. LATCHANA
 
 
 
everett r. trebilcock
DARRELL A. LINDMAN
 
TODD D. CHAMBERLAIN
 
 
 
(1918-2002)
IRIS K. LINDER
 
RYAN M. WILSON
 
 
 
james r. davis
GARY C. ROGERS
 
KENNETH S. WILSON2
 
 
 
(1918-2005)
MARK A. BUSH
 
ROBERT B. NELSON
 
 
 
 
MICHAEL H. PERRY
 
BRIAN P. MORLEY6
 
 
 
retired
BRANDON W. ZUK
 
MARY M. MOYNE8
 
 
 
donald a. hines
MICHAEL C. LEVINE
 
JOHN D. MILLER7
 
 
 
ronald r. pentecost
THOMAS J. WATERS
 
TONI L. HARRIS8
 
 
 
 
MARK R. FOX2, 4
 
RYAN K. KAUFFMAN
 
 
 
1RETIRED CIRCUIT JUDGE
MICHAEL S. ASHTON
 
KATHERINE A. WEED
 
 
 
2ALSO LICENSED IN FLORIDA
H. KIRBY ALBRIGHT
 
JENNIFER UTTER HESTON
 
 
 
3ALSO LICENSED IN COLORADO
GRAHAM K. CRABTREE
 
NICOLE L. PROULX
 
October 30, 2007
 
4ALSO LICENSED IN DISTRICT OF COLUMBIA
MICHAEL P. DONNELLY
 
VINCENT M. PECORA
 
 
 
5ALSO CERTIFIED PUBLIC ACCOUNTANT
EDWARD J. CASTELLANI5
 
G. ALAN WALLACE
 
 
 
6ALSO LICENSED IN NORTH CAROLINA
NAN ELIZABETH CASEY
 
AZIZA N. YULDASHEVA
 
 
 
7ALSO LICENSED IN GEORGIA
 
 
 
 
 
 
8ALSO LICENSED BY U.S. PATENT 
 
 
 
 
 
 
AND TRADEMARK OFFICE
 
 
 
 
 
 
9ALSO LICENSED IN OHIO
 
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 Registration No. 333-129695 (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 8,900,000 shares of its common stock, par value $.01 per share (the "Common Stock") by investors named in the Registration Statement. Of the registered shares, 7,804,000 shares (the "Issued and Outstanding Registered Shares") are currently issued and outstanding, and 1,096,000 (the "Warrant Shares") are issuable upon exercise of certain warrants (the "Warrants").

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 and the Warrants pursuant to which certain of the Registered Shares are issuable; (iii) the form of the Warrants; (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 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 Shares will be, upon issuance in accordance with the terms of the Warrants, legally issued, fully paid and non-assessable shares of Common Stock.

We hereby consent to the filing of this opinion as an exhibit to Post Effective Amendment No. 4 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.

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