EXHIBIT 5.1
GORDON H. DEPAOLI JOHN P. FOWLER JOHN F. MURTHA STEPHEN S. KENT NICHOLAS F. FREY W. CHRIS WICKER SHAWN B MEADOR R. BLAIN ANDRUS DON L. ROSS GREGG P. BARNARD DALE E. FERGUSON SHAWN G. PEARSON | WOODBURN AND WEDGE ATTORNEYS AND COUNSELORS AT LAW 6IOO NEIL ROAD SUITE 500 RENO, NEVADA 89511 P.O. BOX 2311, RENO, NV 89505 (775) 688-3000 FACSIMILE (775) 688-3088 | DANE W. ANDERSON MICHAEL W. KEANE JOHN F. KEUSCHER SHARON M. PARKER JESSICA H. ANDERSON BRENOCH R. WIRTHLIN BENJAMIN R. JOHNSON JOSHUA M. WOODBURY ---- WILLIAM K. WOODBURN (1910-1989) VIRGIL H. WEDGE (1912-2000) CASEY W. VLAUTIN (l938-2001) JAMES J. HALLEY (1937-2007) |
March 26, 2010
Lucas Energy, Inc.
6800 West Loop South, Suite 415
Bellaire, Texas 77401
| Re: | Sale of shares pursuant to Registration Statement on form S-3 and Prospectus Supplement |
Ladies and Gentlemen:
We have acted as counsel to Lucas Energy, Inc., a Nevada corporation (the “Company”), in connection with the Prospectus Supplement filed with the Securities and Exchange Commission pursuant to Rule 424b(5) on March 26, 2010 (the “Prospectus Supplement”), which registers the sale “off the shelf” of 4,000,000 shares (the “Shares”) of the Company’s common stock par value $0.01 per share, pursuant to that certain Placement Agent Agreement (the “Agreement”) dated March 26, 2010 between the Company and W.R. & Hambrecht & Co., LLC (“Agent”). Under the Agreement, upon written instructions of the Company, Agent will use its commercially reasonable efforts to sell the shares in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “ at the market” offering as defined in Rule 415 under the Securities Act, which includes sales made directly on the AMEX, the trading market for the Company’s stock. Such shares are hereafter referred to as “Shares”.
In connection with the opinions rendered in this letter, we have examined only the following documents:
| a. | Copies of the following documents concerning the Company filed with the Nevada Secretary of State: |
| (i) | Articles of Incorporation of Panorama Investments Corp. filed December 16, 2003; |
| (ii) | Certificate of Amendment changing the Company’s name to Lucas Energy, Inc. and splitting the Company’s stock filed June 1, 2006; |
| (iii) | Certificate of Change pursuant to NRS 78.209 filed January 17, 2008; and |
| (iv) | Articles of Exchange filed December 11, 2009. |
| b. | The Bylaws of the Company as filed with Form 10SB12B Registration Statement filed with the SEC on May 20, 2005; |
Lucas Energy, Inc.
March 26, 2010
Page 2
| c. | Certificate of Existence With Status In Good Standing with respect to the Company issued by the Nevada Secretary of State on March 24, 2010; |
| d. | Unanimous Written Consent of the Board of Directors of the Company with respect to Prospectus Supplement, the Agreement and the Shares, creating the Pricing Committee and appointing William A. Sawyer the sole member of the Pricing Committee, dated March 24, 2010; |
| e. | The Prospectus Supplement; |
| f. | The Agreement; |
| g. | Unanimous written Consent of the Pricing Committee of the Board of Directors of the Company (the “Pricing Committee”) dated March 24, 2010 relating to the issuance and sale of shares of the Company’s common stock pursuant to the Agreement; and |
| h. | A Certificate of Donald L. Sytsma, Chief Financial Officer and Chief Accounting Officer of the Company dated March 24, 2010 (the “Certificate”). |
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of the originals of the documents submitted to us, the conformity to the authentic original of any documents submitted to us as copies, the authenticity of the originals of such latter documents and that the Prospectus Supplement and any amendments thereto (including all necessary post-effective amendments) will have become effective and comply with all applicable laws. We also have assumed that a definitive purchase, underwriting or similar agreement with respect to any offered securities will have been duly authorized, validly executed and delivered by the Company and the other parties thereto. In making our examination of execute d documents and documents to be executed, we have assumed that the parties thereto have or will have the corporate or other power to enter into and perform all obligations thereunder, and have also assumed the due authorization by all requisite corporate or limited liability company or other action and the due execution and delivery by such parties of such documents. As to any facts material to the opinions expressed herein which were not independently established or verified by us, we have relied upon oral or written statements and representations in the Certificate.
Based upon the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the state of Nevada.
2. With respect to the Shares being registered under the Prospectus Supplement, when (i) the Pricing Committee has authorized the appropriate company officer to direct Agent to sell all or a portion of the Shares pursuant to the procedures set forth in the Agreement, and (ii) said Shares have been delivered by the Company upon purchase thereof and payment in full therefore as contemplated by the Agreement and the Prospectus Supplement, such Shares will be validly issued, fully paid and non-assessable.
Lucas Energy, Inc.
March 26, 2010
Page 3
The opinions expressed above are limited by and subject to the following qualifications:
(a) We express no opinion other than as to the federal laws of the United States of America and the state of Nevada.
(b) In rendering the opinions expressed herein, we have assumed that no action that has been taken by the Company in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof. We have also assumed that (i) the effectiveness of the Prospectus Supplement, and any amendments thereto (including post-effective amendments) have not been terminated or rescinded, (ii) all Shares sold will have been issued and sold in compliance with applicable United States federal and state securities laws, (iii) at the time of the issuance of the Shares (A) the Company validly exists and is duly qualified and in good standing under the laws of the State of Nevada, (B) the Company has the neces sary corporate power and due authorization, and (C) the organizational or charter documents of the Company are in full force and effect and have not been amended, restated, supplemented or otherwise altered, and there has been no authorization of any such amendment, restatement, supplement or other alteration, since the date hereof.
(c) In rendering the opinions above, we have assumed that the necessary number of shares are authorized and available for issuance pursuant to the Company’s Articles of Incorporation.
(d) This opinion letter is limited to the matters expressly stated herein, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Prospectus Supplement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 17 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
| Very truly yours, | |||
| WOODBURN AND WEDGE | |||
| By: | /s/ John P. Fowler | ||
| John P. Fowler | |||
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