Exhibit 5.1
Davis Graham & Stubbs LLP Letterhead
July 21, 2009
Delta Petroleum Corporation
370 17th Street, Suite 4300
Denver, Colorado 80202
Dear Sirs:
We have acted as counsel to Delta Petroleum Corporation, a Delaware corporation (the “Company”), in connection with the Company’s preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”), 93,797,701 shares of the Company’s common stock, $.01 par value (the “Shares”), for resale by the selling stockholder to the public from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.
This opinion is being rendered in connection with the filing of the Registration Statement. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Registration Statement.
In rendering the opinions below, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the Company’s Certificate of Incorporation and Bylaws, both as amended and currently in effect, and such other documents, corporate records and other instruments, have made such inquiries as to questions of fact of officers and representatives of Delta and have made such examinations of law as we have deemed necessary or appropriate for purposes of giving the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the originals of all documents submitted to us as copies.
The opinions expressed herein are limited to matters governed by the federal laws of the United States of America, the laws of the State of Colorado, and the General Corporation Law of the State of Delaware, including the provisions of the Delaware Constitution and the reported judicial decisions interpreting such law. Except as expressly stated above, we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Based upon the foregoing and subject to the limitations set forth herein, we are of the opinion that the Shares have been duly and validly authorized by the Company, duly and validly issued, and are fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to this
firm under the heading “Legal Matters” in the Prospectus as the counsel who will pass upon the validity of the Shares. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ DAVIS GRAHAM & STUBBS LLP
DAVIS GRAHAM & STUBBS LLP
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