Exhibit 5
OPINION OF
KUNZMAN & BOLLINGER, INC.
AS TO THE LEGALITY OF
THE UNITS REGISTERED HEREBY
KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
May 27, 2003
Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
RE: ATLAS AMERICA PUBLIC #12-2003 PROGRAM
Gentlemen:
You have requested our opinion on certain issues pertaining to Atlas America
Public #12-2003 Program (the "Program"), which is a series of up to four limited
partnerships to be formed under the Limited Partnership Laws of Delaware. Atlas
Resources, Inc., a Pennsylvania corporation, will be the Managing General
Partner of each Partnership.
Basis of Opinion
Our opinion is based on our review of a certain Registration Statement on
Form S-1 and any amendments thereto, including any post-effective amendments,
for the Program (the "Registration Statement") as filed with the Securities and
Exchange Commission (the "Commission"), including the Prospectus and the Form of
Agreement of Limited Partnership for each Partnership (the "Partnership
Agreement"), the Subscription Agreements and the Drilling and Operating
Agreement contained therein, and on our review of such other documents and
records as we have deemed necessary to review for purposes of rendering our
opinion. As to various questions of fact material to our opinion which we have
not independently verified, we have relied on certain representations made to us
by officers and directors of the Managing General Partner.
In rendering the opinion, herein provided, we have assumed each subscriber
has paid the consideration specified in the subscriber's Subscription Agreement
and the due execution and delivery of all relevant documents by all parties
thereto.
As used in our opinion, the term "Units" includes the Limited Partner Units,
the Investor General Partner Units and the limited partner units into which the
Investor General Partner Units will be converted as described in the
Registration Statement.
Opinion
Based upon the foregoing, we are of the opinion that:
The Units when issued and sold in accordance with the
Registration Statement as amended at the time it becomes
effective with the Commission and the respective Partnership
Agreement for the Partnership to which the respective Units
relate, and upon the filing with the Delaware Secretary of State
of such Partnership Agreement or an appropriate amendment or
amendments to such Partnership Agreement, reflecting admission of
the subscribers thereto as additional general partners and
limited partners in accordance with Delaware law, the Units when
issued against payment therefor as contemplated by the Prospectus
and each respective Partnership Agreement will be validly issued
and fully paid and nonassessable, except that the Managing
General Partner may call for additional Capital
Contributions from the Investor General Partners in a Partnership
if necessary to pay that Partnership's obligations or
liabilities:
o which arose before the conversion of Investor
General Partners to Limited Partners, and for
which the Investor General Partners are liable
because of their status as general partners of
the Partnership at the time the obligations and
liabilities arose; and
o which exceed the Partnership's assets, insurance
proceeds, and the Managing General Partner's
indemnification of the Investor General Partners
from any liability incurred in connection with
the Partnership which is in excess of the
Investor General Partners' interest in the
Partnership's undistributed net assets and
insurance proceeds.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus
included in the Registration Statement.
Yours very truly,
/s/ Kunzman & Bollinger, Inc.
KUNZMAN & BOLLINGER, INC.