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
Exhibit 5
February 22, 2006
Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
RE: ATLAS AMERICA PUBLIC #15-2005 PROGRAM
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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
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Our opinion is based on our review of a certain Registration Statement
on Form S-1 and all amendments thereto, including Post-Effective Amendment No. 1
to the Registration Statement and any additional pre-effective or 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 #15-2006(B) L.P. [Form of Amended and
Restated Certificate and Agreement of Limited Partnership for Atlas America
Public #15-2006(C) L.P.] (the "Partnership Agreement"), the Form of Subscription
Agreement and the Form of Drilling and Operating Agreement for Atlas America
Public #15-2006(B) L.P. [Atlas America Public #15-2006(C) 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.
KUNZMAN & BOLLINGER, INC.
Atlas Resources, Inc.
February 22, 2006
Page 2
Opinion
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Based on 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 on 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 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, and 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
Post-Effective Amendment No. 1 to the Registration Statement and to the
reference to this firm in the Prospectus included in the Post-Effective
Amendment No. 1 to the Registration Statement.
Yours very truly,
/s/ Kunzman & Bollinger, Inc.
KUNZMAN & BOLLINGER, INC.