EXHIBIT 5.2
[WOODBURN AND WEDGE LETTERHEAD]
January 18, 2002
Westport Resources Corporation
410 Seventeenth Street
Suite 2300
Denver, Colorado 80202
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as Nevada counsel to Westport Resources Corporation, a Nevada
corporation (the "COMPANY"), in connection with the registration, pursuant to a
registration statement on Form S-4 (as may be amended, the "REGISTRATION
STATEMENT"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "ACT"), of the proposed offer by the
Company to exchange (the "EXCHANGE OFFER") all outstanding 8 1/4% Senior
Subordinated Notes due 2011 ($275 million aggregate principal amount
outstanding) (the "OLD NOTES") of the Company for new 8 1/4% Senior Subordinated
Notes due 2011 ($275 million aggregate principal amount) (the "EXCHANGE NOTES")
of the Company. The Old Notes have been, and the Exchange Notes will be, issued
pursuant to an Indenture (the "INDENTURE") dated as of November 5, 2001 among
the Company, The Bank of New York, as Trustee, and certain guarantors party
thereto.
We have examined originals or certified copies of such corporate records of
the Company and other certificates and documents of officials of the Company,
public officials and others as we have deemed appropriate for purposes of this
letter. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of Nevada.
2. The Company has the power and authority to own its properties and
conduct its business as described in the Registration Statement.
3. The Company has all power and authority necessary to execute and
deliver the Indenture and the Exchange Notes and to perform its
obligations thereunder.
4. The Company has duly authorized, executed and delivered the Indenture.
5. The Exchange Notes have been duly authorized by all necessary
corporate action on the part of the Company and, when executed by the
Company, properly authenticated and delivered by the Trustee pursuant
to the Indenture, and exchanged for Old Notes in accordance with the
Indenture and the Exchange Offer, will be duly issued and delivered by
the Company.
The opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than
the constitution, laws, rules and regulations and judicial and
administrative decisions of the State of Nevada; provided that we
express no opinion as to the effect and application of any securities
or blue-sky laws.
B. We are members of the bar of the State of Nevada.
C. We disclaim any obligation to update this letter for events occurring
after the date of this letter, or as a result of knowledge acquired by
us after that date, including changes in any of the statutory or
decisional law after the date of this letter.
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
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
WOODBURN and WEDGE
By: /s/ GREGG BARNARD
--------------------------------
Gregg Barnard