EXHIBIT 5.1
XXXXXXX XXXXX & XXXXXX, P.A.
3400 XXXXXXX CENTER - 00 XXXXX XXXXX XXXXXX
POST OFFICE BOX 4099
XXXXXXXXXXXX, XXXXXXX 00000
(000) 000-0000 - TELECOPIER (000) 000-0000
February 7, 0000
Xxxxxx Resources Corp.
000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
RE: AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 14, 1997 AMONG XXXXXXX
XXXXX, INC., MERGER SUB AND OXFORD RESOURCES CORP.
Gentlemen:
We have acted as local counsel to Xxxxxxx Xxxxx, Inc. ("Xxxxxxx"), in
connection with the merger of a wholly-owned subsidiary of Xxxxxxx ("Merger
Sub") with and into Oxford Resources Corp. ("Oxford") pursuant to that certain
Agreement and Plan of Merger by and among Xxxxxxx, Merger Sub and Oxford dated
as of January 14, 1997 (the "Merger Agreement"). This opinion is delivered to
you pursuant to Section 7.3(f) of the Merger Agreement. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned thereto in the
Merger Agreement.
In connection with rendering this opinion, we have examined the Merger
Agreement, together with all disclosure schedules thereto. In addition, we have
examined such other statements, reports and certificates of Xxxxxxx,
certificates of public officials and other documents and instruments pertaining
to Xxxxxxx, and have considered such questions of law, as we have deemed
necessary and appropriate to render the opinions hereinafter expressed.
In our examination of the foregoing, we have assumed the genuineness of all
signatures (other than signatures of officers or directors of Xxxxxxx), the
authenticity of all documents submitted to us as originals, the conformity with
the original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies, and the authenticity of all such
latter documents. We have assumed the authenticity and accuracy of all corporate
records and documents and of certifications (of public officials, governmental
agencies and departments).
We have not, except as specifically identified herein, been retained or
engaged to perform, nor have we performed, any independent review or
investigation of any statutes, ordinances, laws, regulations, agreements,
contracts, instruments, corporate records, orders, writs, judgments, rules or
decrees to which Xxxxxxx may be a party or to which Xxxxxxx may be subject, or
by which Xxxxxxx may be bound, nor have we been retained or engaged to perform,
or performed, any independent review or investigation as to the existence of any
actions, suits, proceedings, orders, investigations or claims before or by any
court, arbitrator, or governmental department, commission, board, bureau, agency
or instrumentality pending or threatened against or relating to Xxxxxxx or in
which Xxxxxxx is a party except as discussed herein. This opinion is given, and
all statements herein "to our knowledge" or concerning matters of which we are
aware are made, in the context of the foregoing.
We are admitted to the practice of law in the State of Florida and, except
as set forth below, nothing contained herein shall be construed to be an opinion
as to the effect of the laws of any jurisdiction other than the State of Florida
as in effect on the date hereof. Insofar as the opinions expressed in this
letter are dependent upon matters of fact, we have relied on certificates of
responsible officers of Xxxxxxx and
certificates or other written statements of officials of jurisdictions having
custody of documents respecting the corporate existence or good standing of
Xxxxxxx and its subsidiaries.
Based upon, and subject to the foregoing, it is our opinion that:
1. Xxxxxxx has been duly incorporated and its subsisting as a corporation
in good standing under the laws of the State of Florida.
2. The execution and delivery of the Merger Agreement by Xxxxxxx and the
consummation by Xxxxxxx of the transactions provided for therein have been duly
authorized by all requisite corporate action on the part of Xxxxxxx. The Merger
Agreement has been executed and delivered by Xxxxxxx and is a valid and binding
obligation of Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms,
except to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
3. The execution, delivery and performance by Xxxxxxx of the Merger
Agreement will not violate the Articles of Incorporation, as amended, or Bylaws,
as amended, of Xxxxxxx.
4. Assuming that not more than 14,285,000 shares of the Xxxxxxx common
stock, $2.00 par value, are to be issued in connection with the Merger (the
"Shares"), such Shares have been duly and validly authorized for issuance and,
when issued as contemplated by the Merger Agreement, will be duly and validly
issued, fully paid and nonassessable.
5. To the best of our knowledge, without our having made any special
investigation concerning any law, or concerning the applicability of any law
based on any facts known to us, other than the laws specifically referred to in
this opinion, no consent or approval of, or other action by or filing with, any
court or administrative or governmental body which has not been obtained, taken
or made is required under the laws of the State of Florida, or any court order
or judgment specifically applicable to Xxxxxxx and Merger Sub and actually known
to us, for Xxxxxxx and Merger Sub to execute and deliver the Merger Agreement
and to consummate the transactions provided for therein. We express no opinion,
however, as to any such consent, approval, action or filing (i) which may be
required as a result of your involvement in the transactions contemplated by the
Merger Agreement because of your legal or regulatory status or because of any
other facts specifically pertaining to you, (ii) the absence of which does not
have any Material Adverse Effect on you or does not deprive you of any material
benefit under the Merger Agreement, or (iii) which can be readily obtained
without significant delay or expense to you, without loss to you of any material
benefit under the Merger Agreement or without adverse effect on you during the
period such consent, approval, action or filing was not obtained or effected.
The foregoing opinion relates only to consents, approvals, actions, and filings
required under (x) laws which are specifically referred to in this opinion, and
(y) laws which, in our experience, are normally applicable to transactions of
the type provided for in the Merger Agreement.
We hereby consent to the use of our name in the Registration Statement of
Xxxxxxx on Form S-4 filed with the Securities and Exchange Commission with
respect to the Shares as counsel for Xxxxxxx who will pass upon the legality of
the Shares and as having prepared this opinion and to the use of this opinion as
an exhibit to such Registration Statement. We also consent to the use of our
name as counsel for Xxxxxxx and to the references to this firm in the Proxy
Statement-Prospectus which constitutes part of the Registration Statement.
In giving this consent, we do not thereby admit that we came within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules or regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
XXXXXXX, XXXXX & XXXXXX, P.A.
