EXHIBIT 5
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OPINION OF
KUNZMAN & BOLLINGER, INC.
AS TO THE LEGALITY OF
THE UNITS
KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
August 8, 2005
Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
RE: ATLAS AMERICA PUBLIC #15-2005 PROGRAM
Gentlemen:
You have requested our opinion on certain issues pertaining to Atlas
America Public #15-2005 Program (the "Program"), which is a series of up to
three limited partnerships 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
Amended and Restated Certificate and Agreement of Limited Partnership for Atlas
America Public #15-2005(A) L.P. [Form of Amended and Restated Certificate and
Agreement of Limited Partnership for Atlas America Public #15-2006(___) L.P.]
(the "Partnership Agreement"), the Form of Subscription Agreement and the Form
of Drilling and Operating Agreement for Atlas America Public #15-2005(A) L.P.
[Atlas America Public #15-2006(___) L.P.] 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, a certificate thereof or an
appropriate amendment or amendments to such Partnership
Agreement reflecting the admission of the subscribers thereto
for
KUNZMAN & BOLLINGER, INC.
Atlas Resources, Inc.
August 8, 2005
Page 2
Investor General Partner Units as additional general partners
or, thereafter, the conversion of the Investor General Partners
to 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, including
Investor General Partners who have been converted to Limited
Partners, in a Partnership if necessary to pay that
Partnership's obligations or liabilities:
o which arose before the conversion of the 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 from any source, 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.