EXHIBIT 5.1
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
June 4, 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 counsel to Westport Resources Corporation, a Nevada corporation
(the "COMPANY"), WHG, Inc., a Delaware corporation ("WHG"), WHL, Inc., a
Delaware corporation ("WHL"), Westport Canada LLC, a Delaware limited liability
company ("WCLLC"), Westport Field Services, LLC, a Delaware limited liability
company ("WFSLLC"), Westport Oil and Gas Company, L.P., a Delaware limited
partnership ("WOGCLP," and together with WHG, WHL, WCLLC and WFSLLC, the
"DELAWARE SUBSIDIARY GUARANTORS"), Westport Finance Co., a Wyoming corporation,
Westport Overriding Royalty LLC, a Colorado limited liability company, Westport
Argentina LLC, a Colorado limited liability company, Horse Creek Trading &
Compression Company LLC, a Colorado limited liability company, and Jerry
Chambers Exploration Company, a Colorado general partnership (all of the
foregoing, other than the Company, collectively, the "SUBSIDIARY GUARANTORS"),
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 the Company to
exchange (the "EXCHANGE OFFER") up to $125,000,000 of its 8 1/4% Senior
Subordinated Notes Due 2011 issued in a private offering on April 3, 2003 (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 of the Exchange Notes by each Subsidiary Guarantor.
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"), the Second Supplemental Indenture thereto,
dated as of December 17, 2002 (the "SECOND SUPPLEMENTAL INDENTURE"), and the
Third Supplemental Indenture thereto, dated as of April 3, 2003 (the "THIRD
SUPPLEMENTAL INDENTURE"). The Original Indenture, as supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, is referred to herein as
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June 4, 2003
the "INDENTURE." The Indenture and the Exchange Notes are referred to herein as
the "TRANSACTION DOCUMENTS."
We have examined originals or certified copies of such corporate, limited
liability company or partnership records of the Company and the Subsidiary
Guarantors, as applicable, and other certificates and documents of officials of
the Company and the Subsidiary Guarantors, 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.
We have assumed with respect to all parties to the Transaction Documents other
than the Delaware Subsidiary Guarantors (the "OTHER PARTIES") that: (i) each
Other Party is a natural person or is an entity other than a natural person that
had and has, as applicable, the corporate or other power and authority to
execute and deliver the Transaction Documents and to consummate the transactions
contemplated thereby, (ii) each Other Party has taken all necessary corporate or
other action to authorize the execution and delivery by it of the Transaction
Documents to which it is a party and the consummation of the transactions
contemplated thereby and (iii) each of the Transaction Documents has been duly
executed and delivered by each Other Party that is a party thereto. In addition,
we have assumed that the Indenture constitutes the legal, valid and binding
obligation of all persons or entities that are parties thereto other than the
Company and the Subsidiary Guarantors, enforceable against such persons or
entities in accordance with its terms.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. Each Delaware Subsidiary Guarantor had and has, as applicable,
all power and authority necessary to execute and deliver the
Indenture and to perform its obligations thereunder.
2. The Original Indenture has been duly authorized, executed and
delivered by WCLLC. The First Supplemental Indenture has been
duly authorized, executed and delivered by each Delaware
Subsidiary Guarantor, other than WFSLLC. Each of the Second
Supplemental Indenture and the Third Supplemental Indenture
has been duly authorized, executed and delivered by each
Delaware Subsidiary Guarantor.
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June 4, 2003
3. The Indenture is a valid and binding obligation of the Company
and the Subsidiary Guarantors, enforceable against the Company
and the Subsidiary Guarantors in accordance with its terms.
4. The Exchange Notes, when executed by the Company,
authenticated by the Trustee and delivered and exchanged for
Old Notes in accordance with the Indenture and the Exchange
Offer, (i) will be entitled to the benefits of the Indenture
and (ii) will be the valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms.
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 any published constitutions, treaties, laws, rules and
regulations and judicial and administrative decisions ("LAWS")
of (i) the State of New York, (ii) the Delaware General
Corporation Law, the Delaware Revised Uniform Limited
Partnership Act and the Delaware Limited Liability Company
Act, and (iii) the federal securities Laws of the United
States of America.
B. This law firm is a registered limited liability partnership
organized under the laws of the State of Texas.
C. The opinions expressed in this letter are subject to and
qualified and limited by (i) applicable bankruptcy,
insolvency, fraudulent transfer and conveyance,
reorganization, moratorium and similar Laws affecting
creditors' rights and remedies generally including court
decisions interpreting such Laws; (ii) general principles of
equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding
at law or in equity); (iii) the power of the courts to award
damages in lieu of equitable remedies; and (iv) securities
Laws and public policy underlying such Laws with respect to
rights to indemnification and contribution.
D. We express no opinion as to the enforceability of Sections
6.12 and 13.10 of the Indenture.
E. We express no opinion as to (i) the actual jurisdiction whose
laws will or should govern the Indenture or any issue
thereunder, (ii) what law a court applying the conflict of
laws rules of any jurisdiction would or should deem
applicable, or (iii) whether the choice or conflict of laws
rules of any particular jurisdiction will or
(AKIN GUMP STRAUSS HAUER & FELD LLP LETTERHEAD)
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June 4, 2003
should govern or be applied to the Indenture. We have assumed
that all documents and agreements to which the Company or any
Subsidiary Guarantor is a party will be construed in
accordance with the internal law of the jurisdiction specified
by the parties therein.
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.
Sincerely,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.