September 27, 2013
Board of Directors
Emerald Oil, Inc.
1600 Broadway, Suite 1360
Denver, CO 80202
| Re: | Emerald Oil, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to Emerald Oil, Inc., a Montana corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended, of the offer and sale by the Company of 15,000,000 shares of common stock, par value $0.001 (the “Shares”), pursuant to that certain Underwriting Agreement, dated September 26, 2013, relating to the offering and sale of the Shares by and among the Company and the several underwriters named therein.
For purposes of this opinion we have examined the following:
| (a) | the articles of incorporation of the Company (the “Articles of Incorporation”); |
| (b) | the Bylaws of the Company (the “Bylaws”); |
| (c) | certain resolutions adopted by the Board of Directors of the Company by unanimous written consent dated September 20, 2013 and adopted by the Pricing Committee of the Board of Directors of the Company by unanimous written consent dated September 26, 2013, regarding the issuance and sale of the Shares, a certificate of the Company regarding certain matters related to the issuance and sale of Shares (the “Resolutions”); |
| (d) | the registration statement on Form S-3 (File No. 333-184430) (the “Registration Statement”); |
| (e) | the preliminary prospectus supplement, dated September 23, 2013, relating to the Shares, together with the base prospectus, dated October 30, 2012 (together, the “Preliminary Prospectus”); |
| (f) | the final prospectus supplement, dated September 27, 2013, relating to the Shares, together with the base prospectus, dated October 30, 2012 (the “Final Prospectus”); and |
| (g) | the Underwriting Agreement. |
We have also examined such other documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials. We have assumed that the Company will receive the consideration for the Shares called for by the Underwriting Agreement and the Resolutions.
Based on the foregoing, we are of the opinion that, when the Shares have been issued and delivered pursuant to Underwriting Agreement, such Shares have been duly authorized and will be validly issued and are fully paid and nonassessable.
The opinions set forth above are subject to the following qualifications and exceptions:
| (a) | Our opinions stated above are subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws of general application affecting creditors’ rights. |
| (b) | Our opinions stated above are subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether enforcement is considered in a proceeding in equity or at law). |
| (c) | In rendering the opinions set forth above, we have assumed that, at the time of the delivery of the Shares, (i) there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Shares, the Registration Statement and any required post-effective amendment thereto, (ii) the Registration Statement, the Preliminary Prospectus and the Final Prospectus required by applicable law have all become effective under the Securities Act, and will be effective at such time, (iii) Shares will be sold with such terms and in such manner as is described in the Registration Statement (as amended from time to time), the Preliminary Prospectus included therein (as amended from time to time) and the Final Prospectus and in compliance with the Securities Act, and any applicable state securities laws, all as then in effect, (iv) none of the terms of the Shares will violate any applicable law, and (v) neither the sale of the Shares nor the compliance by the Company with the terms thereof will result in a violation of the Articles of Incorporation or Bylaws of the Company as then in effect, any agreement or instrument then binding upon the Company or any order then in effect of any court or governmental body having jurisdiction over the Company. |
Our opinions expressed above are limited to the laws of the State of Montana.
We hereby consent to your filing of this opinion as an exhibit to the Current Report on Form 8-K of the Company dated on or about the date hereof and to the reference to our firm under the caption “Legal Matters” contained in the Preliminary Prospectus and Final Prospectus. In giving such consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Very truly yours, | |
| /s/Dorsey & Whitney LLP |