EXHIBIT 8
AKIN GUMP STRAUSS HAUER & FELD LLP
Attorneys at Law
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800/fax: (214)969-4343
www.akingump.com
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:
Akin Gump Strauss Hauer & Feld, L.L.P., a registered limited liability
partnership organized under the laws of the State of Texas, has acted as counsel
to Westport Resources Corporation, a Nevada corporation (the "COMPANY") in
connection with the registration, pursuant to a registration statement on Form
S-4 (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").
In rendering our opinion, we have examined the Registration Statement
and such other documents, agreements, and instruments as we have deemed
necessary or appropriate and have made such legal and factual inquiries as we
have deemed necessary as a basis for our opinion set forth below. We have
assumed, without making any independent investigation, that all documents as
furnished to us are complete and authentic, that the signatures on all documents
are genuine, that all such documents have been, or in the case of drafts, will
be, duly authorized, executed and delivered, and the legal capacity of all
natural persons. We have further assumed that the Exchange Offer, and any
transactions related thereto, will be consummated in the manner described in the
Registration Statement (including satisfaction of all covenants and conditions
to the obligations of the parties without amendment or waiver thereof); all
reporting obligations with respect to the Exchange Offer required under the
Internal Revenue Code of 1986, as amended (the "CODE") and the applicable
Treasury Regulations currently promulgated under the Code (the "REGULATIONS")
will be complied with; and all documents and instruments referred to in the
Registration Statement are valid and binding in accordance with their terms. We
are also relying on the truth and accuracy at all relevant times of the
statements and representations contained in the Registration Statement.
Westport Resources Corporation
September 12, 2003
Page 2
In connection with this opinion letter, we have made no special
investigation or review of any laws, regulations or judicial or administrative
decisions, other than a review of the current provisions of the Code, applicable
Regulations, and current judicial and administrative authority (including
published revenue rulings and revenue procedures) with respect thereto
(collectively referred to as the "TAX LAW"). We have made no investigation or
review of any matters relating to the Company or any other person other than as
expressly set forth herein.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion that
the discussion in the Registration Statement that is contained under the caption
"Material United States Federal Income Tax Consequences" to the extent that such
information constitutes matters of law, summaries of legal matters, or legal
conclusions, is a fair and accurate summary of the material federal income tax
consequences of the Exchange Offer and of the ownership and disposition of the
Exchange Notes.
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 (i) any laws other than the Tax
Law; (ii) the accuracy of any statements of law relating to
the Exchange Offer except as set forth above; or (iii) any
other matters relating to the Registration Statement.
B. The opinion expressed herein is as of the date hereof. Any
change in the Tax Law (including pursuant to any legislation
which Congress may be currently considering), which may change
at any time with retroactive or prospective effect and which
is subject to differing interpretation, or any change in the
facts, representations or documents upon which the opinion
expressed herein is based, could change our conclusions and
render the opinion expressed herein inapplicable. We undertake
no obligation to advise you of any facts or circumstances that
may come to our attention, any new developments in the law or
in the application or interpretation of the federal income tax
laws, or any other change in legal authorities that may occur
after the date of this opinion letter, that may affect the
opinion expressed herein or to update the opinion expressed
herein in the event that there is a change in the legal
authorities, facts or documents upon which the opinion
expressed herein is based.
Westport Resources Corporation
September 12, 2003
Page 3
C. This opinion represents and is based upon our best legal
judgment regarding the application of relevant current
provisions of the Code and the Regulations, and
interpretations of the foregoing as expressed in existing
court decisions, administrative determinations (including the
practices and procedures of the Internal Revenue Service (the
"IRS") in issuing private letter rulings, which are not
binding on the IRS except with respect to the taxpayer that
receives such a ruling) and published rulings and procedures
all as of the date hereof. An opinion of counsel merely
represents counsel's best judgment with respect to the
probable outcome on the merits and is not binding on the IRS
or the courts. There can be no assurance that positions
contrary to our opinion will not be taken by the IRS, or that
a court considering the issues would not hold contrary to our
opinion. The Company has not requested a ruling from the IRS
(and no ruling will be sought) as to any of the federal income
tax consequences addressed in this opinion.
D. The opinion expressed herein is limited to the matters
expressly stated herein and no opinion is to be inferred or
may be implied beyond the tax opinion expressly set forth
above. This letter does not address any other federal, state,
local or foreign tax consequences that may result from the
Exchange Offer or any other transaction (including any
transaction undertaken in connection with the Exchange Offer).
E. Our opinion set forth herein is based upon the description of
the Exchange Offer as set forth in the Registration Statement.
If the actual facts relating to any aspect of the Exchange
Offer differ from this description in any material respect,
our opinion may become inapplicable. No opinion is expressed
as to the Exchange Offer if all the transactions described in
the Registration Statement are not consummated in accordance
with the terms set forth therein and without waiver or breach
of any material provision thereof, or if all of the
representations, warranties, statements and assumptions upon
which we relied are not true and accurate at all relevant
times. In the event any one of the statements,
representations, warranties or assumptions upon which we have
relied to issue this opinion is incorrect, our opinion might
be adversely affected and may not be relied upon.
Westport Resources Corporation
September 12, 2003
Page 4
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 LLP