EXHIBIT 5
Opinion Regarding Legality by Xxxxx Xxxxxxx & Xxxx XXX
[Letterhead of Xxxxx Xxxxxxx & Xxxx XXX]
March 25, 1997
Securities and Exchange Commission
Judiciary Plaza
000 Xxxxx Xxxxxx, X.X.
Washington, D.C. 20549
Re: Xxxxx Oil Company, Inc.
Form S-8 Registration Statement
Consulting Fee Agreement
Ladies and Gentlemen:
This firm has acted as counsel to Xxxxx Oil Company, Inc. (the "Company") in
connection with the preparation and filing of its registration statement on
Form S-8 under the Securities Act of 1933, as amended, covering the issuance
of an aggregate of 1,050,0000 shares of common stock, $0.001 par value per
share of the Company (the "Common Stock") pursuant to the Consulting Fee
Agreement (the "Plan").
We have examined the Company's Articles of Incorporation and bylaws and the
record of its corporate proceedings with respect to the registration statement
and have made such other investigation as we have deemed necessary in order to
express the following opinion.
Based on the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah.
2. The Common Stock, when issued as contemplated by the Plan and the
registration statement, and when the services to be rendered in consideration
therefor have been rendered, will be legally issued, fully paid and
nonassessable.
We hereby consent to all references to this firm in the registration statement
and all amendments to the registration statement. We further consent to the
use of this opinion as an exhibit to the registration statement.
Very truly yours,
Xxxxx Xxxxxxx & Xxxx LLP
By /s/ X. Xxxxxxxxx Xxxxxxxx
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X. Xxxxxxxxx Xxxxxxxx, Esq.
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