EXHIBIT 5.4
Westport Resources Corporation
1670 Broadway Street, Suite 2800
Denver, Colorado 80202-4800
(303) 573-5404
September 12, 2003
Westport Resources Corporation
1670 Broadway
Suite 2800
Denver, Colorado 80202-4800
Re: Registration Statement on Form S-4, File No. 333-105834
Ladies and Gentlemen:
I am the General Counsel of Westport Resources Corporation, a Nevada
corporation ("WESTPORT"). This letter is prepared 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 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 (the "SUBSIDIARY GUARANTY") by each of Westport Overriding
Royalty LLC, a Colorado limited liability company ("WORLLC"), Westport Argentina
LLC, a Colorado limited liability company ("WALLC"), Horse Creek Trading &
Compression Company LLC, a Colorado limited liability company ("HORSE CREEK,"
and together with WORLLC and WALLC, the "COMPANIES"), and Jerry Chambers
Exploration Company, a Colorado general partnership (the "PARTNERSHIP;" together
with the Companies, collectively, the "SUBSIDIARY GUARANTORS").
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 the "INDENTURE."
I have examined originals or certified copies of such corporate records
of the Subsidiary Guarantors and other certificates and documents of officials
of the Subsidiary Guarantors, public officials and others as I have deemed
appropriate for purposes of this letter. I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to authentic original documents of all copies submitted to me as
conformed and certified or reproduced copies.
Page 2
September 12, 2003
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, I am of the opinion that:
1. Each of the Companies is a limited liability company validly
existing and in good standing under the laws of the State of
Colorado.
2. The Partnership is a general partnership validly existing and
in good standing under the laws of the State of Colorado.
3. Each Subsidiary Guarantor has all power and authority
necessary to execute and deliver the Indenture and to perform
its obligations thereunder.
4. Each Subsidiary Guarantor (other than Horse Creek) has duly
authorized, executed and delivered the Indenture. Horse Creek
has duly authorized, executed and delivered the Second
Supplemental Indenture and the Third Supplemental Indenture.
The opinion and other matters in this letter are qualified in their
entirety and subject to the following:
A. I 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
Colorado.
B. I am a member of the bar of the State of Colorado.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. I also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
WESTPORT RESOURCES CORPORATION
By: /s/ Howard L. Boigon
Howard L. Boigon, Vice President,
General Counsel and Secretary