Exhibit 5.1
Cox Smith Matthews
Incorporated
Attorneys Counselors
Direct Number Email Address
210-554-5255 srjacobs@coxsmith.com
August 12, 2005
Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232
Re: Registration Statement on Form S-3 for the
Registration of 5,096,479 Shares of Abraxas
Petroleum Corporation Common Stock
Ladies and Gentlemen:
We have acted as counsel to Abraxas Petroleum Corporation, a Nevada
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the registration for
resale of an aggregate of 5,096,479 shares (the "Shares") of common stock, par
value $.01 per share ("Common Stock"), of the Company.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto had the power, corporate or otherwise, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or otherwise, by such parties, and the execution and
delivery by such parties of such documents. As to any facts material to the
opinions expressed herein that we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company and others and of public officials.
We have examined and are familiar with originals or copies, the
authenticity of which have been established to our satisfaction, of all such
documents, corporate records, certificates of officers of the Company and public
officials, and other instruments as we have deemed necessary to express the
opinions hereinafter set forth. In expressing our opinions herein, we express no
opinion as to compliance with federal and state securities laws.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Shares have been duly authorized and legally issued and
constitute fully paid and nonassessable shares of Common Stock of the Company.
________________________________________________________________________________
112 EAST PECAN STREET 111 CONGRESS
SUITE 1800 SUITE 2800
SAN ANTONIO, TEXAS 78205 AUSTIN, TEXAS 78701
TEL: 210.554.5500 TEL: 512.703.6300
FAX: 210.226.8395 FAX: 512.703.6399
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act, the general rules and regulations of the Commission promulgated
thereunder or any similar provision of any state securities laws or regulations.
Very truly yours,
COX SMITH MATTHEWS INCORPORATED
By: /s/ Steven R. Jacobs
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For the Firm