EXHIBIT 5.3
[BROWN, DREW & MASSEY, LLP LETTERHEAD]
January 24, 2003
Westport Resources Corporation
1670 Broadway
Suite 2800
Denver, Colorado 80202-4800
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as Wyoming counsel to Westport Finance Co., a Wyoming
corporation formerly known as "Belco Finance Co." (the "SUBSIDIARY GUARANTOR"),
in connection with the registration, pursuant to a registration statement on
Form S-4 (as may be amended from time to time, the "REGISTRATION STATEMENT"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "ACT"), of (i) the proposed offer by Westport Resources
Corporation, a Nevada corporation (the "COMPANY"), to exchange (the "EXCHANGE
OFFER") up to $300,000,000 of its 8-1/4% Senior Subordinated Notes Due 2011
issued in a private offering on December 17, 2002 (the "OLD NOTES") for an equal
principal amount of its 8-1/4% Senior Subordinated Notes Due 2011 to be
registered under the Act (the "EXCHANGE NOTES") and (ii) the guaranty by the
Subsidiary Guarantor of the Exchange Notes.
The Old Notes have been, and the Exchange Notes will be, issued
pursuant to that certain Indenture, dated as of November 5, 2001, among the
Company, the subsidiary guarantors from time to time parties thereto and The
Bank of New York, as trustee (the "TRUSTEE") (the "ORIGINAL INDENTURE"), as
supplemented by the First Supplemental Indenture thereto, dated as of December
31, 2001 (the "FIRST SUPPLEMENTAL INDENTURE"), and the Second Supplemental
Indenture thereto, dated as of December 17, 2002 (the "SECOND SUPPLEMENTAL
INDENTURE"). The Original Indenture, as supplemented by the First Supplemental
Indenture and the Second Supplemental Indenture, is referred to herein as the
"INDENTURE."
We have examined originals or certified copies of such corporate
records of the Subsidiary Guarantor and other certificates and documents of
officials of the Subsidiary Guarantor, 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:
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January 24, 2003
1. The Subsidiary Guarantor is a corporation validly existing and
in good standing under the laws of the State of Wyoming.
2. The Subsidiary Guarantor had and has, as applicable, all power
and authority necessary to execute and deliver the Indenture
and to perform its obligations thereunder.
3. The Subsidiary Guarantor has duly authorized, executed and
delivered the Indenture.
The opinion 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 Wyoming.
B. We are members of the bar of the State of Wyoming.
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,
BROWN, DREW & MASSEY, LLP
By: /s/ J. KENNETH BARBE
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J. Kenneth Barbe, Partner