EXHIBIT 5.1
WORKLAND & WITHERSPOON, PLLC
ATTORNEYS AT LAW
Peter A. Witherspoon
714 Washington Mutual Financial Center
Of Counsel:
Gary D. Brajcich
601 West Main Avenue
James J. Workland
Eric J. Sachtjen*
Spokane, Washington 99201-0677
Gary C. Randall†
James A. McPhee†
Telephone: (509) 455-9077
Gregory B. Lipsker
Lawrence W. Garvin
Facsimile: (509) 624-6441
Michael A. Agostinelli
Steven Wee
Email: glipsker@workwith.com
Brian P. McClatchey
†Also Admitted in Idaho
*Also Admitted in Alaska
July 18, 2006
Board Of Directors
Daybreak Oil and Gas, Inc.
P.O. Box 370
Osburn, Idaho 83849
Re: Registration Statement on Form SB-2
Gentlemen:
We have acted as counsel to Daybreak Oil and Gas, Inc., a Washington corporation (the "Company"), in connection with its Registration Statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended, covering an aggregate of 13,244,889 shares (the "Shares") of the Company's Common Stock.
In connection therewith, and arriving at the opinion as expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as we have deemed necessary or appropriate as a basis for the opinion expressed herein.
In connection with our examination, we have assumed the genuineness of the signatures, the authenticity of all documents tendered to us as originals, the legal capacity of natural persons and the conformity to original documents of all documents submitted to us as certified, conformed, Photostat or facsimile copies.
Based on the foregoing, and subject to the qualifications and limitations set forth herein, it is our opinion that the Shares, when offered pursuant to the registration statement and the prospectus included therein, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in connection with the Registration Statement. It is not to be used, circulated, quoted or otherwise referred to for any other purpose. Other than the Company, no one is entitled to rely on this opinion.
Very truly yours,
Workland & Witherspoon, PLLC
By: _________________________
Gregory B. Lipsker, Esq.