EXHIBIT 5.1
March 17, 1997
TO: Alliance Resources Plc
Dear Sirs,
We have acted as legal advisers in England to Alliance Resources PLC (the
"Company") in connection with the proposed issue by the Company of up to
27,096,020 ordinary shares of 40p each in the capital of the Company (the "New
Shares") and up to 3,116,558 warrants to subscribe for ordinary shares of 40p
each (the "Consideration Warrants") pursuant to an Agreement and Plan of Merger
dated 12th August 1996, and thereafter amended, providing for the merger (the
"Merger") of Alliance Resources (Delaware) Inc. a newly formed wholly owned
subsidiary of the Company into LaTex Resources, Inc. a Delaware corporation (the
"Plan of Merger").
We have been provided with the following documents:-
(a) a draft circular (Draft [ ]: ___ March 1997) addressed to the holders
of ordinary shares on the Company's register of shareholders setting
out details of the Merger, the New Shares and the Consideration
Warrants and comprising listing particulars required by the London
Stock Exchange in accordance with the listing rules made under Section
142 of the Financial Services Act 1986 (the "Circular");
(b) the US registration statement on Form F-4 (Registration No. 333-19013)
under the US Securities Act of 1933 as amended (the "Registration
Statement") as filed with the Securities and Exchange Commission
("SEC");
(c) a certified copy of the resolutions of the Board of Directors (and/or
a duly constituted and authorised committee thereof) of the Company
relating (inter
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alia) to the creation and issue of the New Shares and the
Consideration Warrants and the issue of the Circular and the
Registration Statement;
(d) a certified copy of the resolution of the Board of Directors (and/or
a duly constituted and authorised committee thereof) of the Company
relating (inter alia) to the approval of the Plan of Merger;
(e) a copy of the instrument constituting the Consideration Warrants
proposed to be executed by the Company (the "Warrant Instrument");
and
(f) a certified copy of the Memorandum of Association and Articles of
Association of the Company.
We have today carried out a company search at the Companies Registry, in respect
of the Company, which did not reveal the existence of any order or resolution to
wind up the Company or of the appointment of any receiver or administrator.
Notice of an order, resolution or appointment does not appear immediately on the
microfiche and a company search will not in any event reveal the existence of a
petition to wind up or appoint an administrator.
Except as stated above, we have not examined any contracts, instruments or other
documents entered into by, or affecting, the Company or any corporate records of
the company and have not made any other enquiries concerning the Company or
carried out any due diligence exercise. It is not customary for solicitors in
the United Kingdom to examine any such contracts, instruments or other documents
or any corporate records other than those described above in order to give the
opinion stated below.
In giving this opinion, we have assumed:-
(i) the Registration Statement as amended, and filed by the Company with
the SEC is effective under US law;
(ii) the genuineness of all signatures;
(iii) the authenticity and completeness of all documents submitted to us as
originals;
(iv) that the resolutions of the board of directors of the Company and/or
committee thereof certified as being true and accurate and provided
to us in connection with the giving of this opinion were duly passed
at a properly convened meeting of duly appointed directors (or
committee) of the Company and that a duly qualified quorum of such
directors (or committee) present throughout the meeting voted in
favour of approving the resolutions, that any provisions contained in
the Companies Act 1985 or the Company's Articles of Association
relating to the declaration of directors' interests or the power of
interested directors to vote were duly observed and that such
resolutions have not been amended or rescinded and are in full force
and effect;
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(v) the conformity to original documents of all documents submitted to
us as copies and the authenticity and completeness of such original
documents;
(vi) that any certificates and other documents dated the date hereof or
dated earlier than the date and on which we have expressed reliance
remain accurate and that no additional matters would have been
disclosed by company searches at the Companies Registry being
carried out since the carrying out of the search referred to above;
(vii) that the Company has not passed a voluntary winding-up resolution
and that no petition has been presented to or order made by the
court for the winding-up of the Company or the appointment of an
administrator of the Company and that no receiver has been appointed
in respect of the Company or any of its respective assets which in
any such case has not been revealed by the Company search referred
to above;
(viii) that there have been no amendments to the Company's Memorandum or
Articles of Association as compared to the form certified as at
_________ as being in force provided to us in connection with the
giving of this opinion;
(ix) that a notice under Paragraph 7.1 of the London Stock Exchange
Listing Rules will be posted in relation to the new Ordinary Shares;
(x) that the Warrant Instrument will be duly executed by the Company in
the form produced to us on or prior to completion of the Merger;
(xi) that no material amendments will be made to the Circular from the
draft we have been provided with and that all of the resolutions set
out in the Circular will be duly passed unamended; and
(xii) that the Merger is completed in accordance with the terms and
conditions of the Plan of Merger without waiver or variation of any
such terms and conditions.
We have not investigated the laws of any country other than England and we
assume that no foreign law affects any of the conclusions stated below.
Accordingly, this opinion is given only with respect to, and is itself governed
by, English law. We have not investigated whether the Company is or will by
reason of the matters contemplated by the Plan of Merger be in breach of any of
its obligations under any agreement, document, deed or instrument except such
documents as stated herein.
Based upon the foregoing and subject to any matters not disclosed to us, and
subject to the qualifications set out below we are of the opinion that:-
(A) the Company is a public limited company, duly incorporated and subsisting
under the laws of England and Wales;
(B) the New Ordinary shares will, upon completion of the Plan of Merger and
when issued in accordance with the Circular:-
(i) be duly and validly authorised; and
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(ii) be validly issued, fully paid and not subject to calls for additional
payments of any kind;
(C) the Consideration Warrants will, upon completion of the Plan of Merger and
when constituted in accordance with the Warrant Instrument and issued in
accordance with the Circular:-
(i) be duly and validly authorised; and
(ii) be validly issued, fully paid and (subject to the terms of exercise of
the Consideration Warrants) not subject to calls for additional
payments of any kind; and
(D) the statements in the Registration Statement under the caption "Taxation",
insofar as they constitute summaries of the laws of the United Kingdom and
of current Inland Revenue Practice, are accurate and complete in all
material respects as of the date of this letter.
This opinion is subject to the following qualifications:-
(a) an English company only has authority to carry on those businesses
specified in the objects clause of its Memorandum of Association;
(b) we have not been involved in the drafting, preparation or negotiation
of the Registration Statement and accordingly express no opinion as to
the sufficiency or effectiveness of it to achieve the purposes
contemplated by the parties thereto;
(c) we have not obtained any further information as to whether there are
any breach of warranties or covenants and in particular have not
analysed whether the issue of the shares, the entering into of the
Plan of Merger or the completion thereof, would breach any financial
covenants of the Company;
(d) we have conducted no due diligence in respect of the Registration
Statement, and accordingly accept no liability save in relation to the
limited issues addressed in this opinion.
We confirm that enforcement of judgments obtained outside the United Kingdom is
subject to detailed rules deriving in part from treaty, in part from statute
and in part from English common law. In particular, enforcement may not be
permitted if a judgment was obtained by fraud, was contrary to public policy of
English law, relates to foreign penal or revenue laws, is contrary to natural
justice, amounts to judgment on a matter previously determined by an English
court, is given in proceedings brought in breach of an agreement for settlement
of disputes or if enforcement of the judgment is restricted by the provisions of
the Protection of Trading Interests Act 1980 (which primarily relates to
multiple damages awards).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
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part of the Registration Statement. In giving such consent, we do not admit that
we come within the category of persons whose consent is required by Section 7 of
the US Securities Act of 1933, as amended, or the rules and regulations of the
Securities Exchange Commission thereunder.
This opinion is governed by English law and is given for the sole benefit of the
persons to whom it is addressed and is not to be relied upon by or communicated
to any other person or for any other purpose, nor save as referred to in the
preceding paragraph, is it to be quoted or made public in any way without our
prior written consent.
Yours faithfully,
ASHURST MORRIS CRISP
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