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
Exhibit 5
July 25, 2003
Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
RE: ATLAS AMERICA PUBLIC #12-2003 PROGRAM
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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
three 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
Atlas Resources, Inc.
July 25, 2003
Page 2
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.