 | Our File No. 32051-03/CW1681170.1 | Clark Wilson LLP | |
| Barristers & Solicitors | |||
| Patent & Trade-mark Agents | |||
| 800-885 W Georgia Street | |||
| Vancouver, BC V6C 3H1 | |||
| Tel. 604.687.5700 | |||
| Fax 604.687.6314 |
February 15, 2008
MegaWest Energy Corp.
Suite 800, 926 – 5thAvenue SW
Calgary, AB T2P 0N7
| Attention: | Mr. George T. Stapleton, II |
| Chief Executive Officer |
Dear Sirs:
| Re: | MegaWest Energy Corp. |
| Registration Statement on Form F-1/A filed February 15, 2008 |
We are counsel to MegaWest Energy Corp. (the "Company"), an Alberta corporation, in connection with the filing by the Company on February 15, 2008, of a registration statement on Form F-1/A (the "Registration Statement") under the Securities Act of 1933 (United States) in respect of the registration for resale of 56,911,173 shares of common stock held by certain selling shareholders, specifically:
| - | up to 600,000 shares of common stock issued pursuant to various debt settlement agreements in December 2006; |
| - | up to 4,212,500 shares of common stock underlying warrants to purchase shares of common stock at US$1.00 per share until July 5, 2008 issued in a private placement that was completed in January 2007; |
| - | up to 27,448,550 shares of common stock and 14,380,123 shares of common stock underlying warrants to purchase shares of common stock at $US1.30 per share until August 28, 2008, both issued in a private placement that was completed in March 2007; |
| - | up to 5,000,000 shares of common stock issued in connection with the acquisition of Kentucky Reserves, LLC in April 2007; |
| - | up to 250,000 shares of common stock issued in connection with the acquisition of the assets of Deerfield Energy Kansas Corp. in March 2007; |
| - | up to 4,750,000 shares of common stock issued in connection with the acquisition of Deerfield Energy LLC in April 2007; and |
| - | up to 180,000 shares of common stock and 90,000 shares of common stock underlying warrants to purchase shares of common stock at US$1.00 per share until July 5, 2008 issued for consulting services, |
(collectively, the "Securities Transactions"). |
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We have examined originals or certified copies of such corporate records of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents and records submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.
Based upon and subject to the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the shares of the Company’s common stock that have been issued in the Securities Transactions were duly and validly authorized and issued, fully paid and non-assessable.
This opinion letter is limited to Alberta law, including the statutory provisions and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our name in the prospectus constituting a part of such Registration Statement under the heading "Additional Information –Share Capital".
Yours truly,
CLARK WILSON LLP
/s/ Clark Wilson LLP
JCL