EXHIBIT 5.1
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
February 5, 2004
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:
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
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
Page 2
February 5, 2004
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.
Our opinions set forth below necessarily are dependent upon matters of law
governed by the laws of the States of Nevada, Wyoming and Colorado. We are not
licensed to practice law in those jurisdictions and we express no opinions under
the laws of those jurisdictions. Accordingly, in rendering our opinions, we have
relied as to necessary legal conclusions under the laws of those jurisdictions
upon opinion letters of even date herewith delivered to the Company from
Woodburn and Wedge of Reno, Nevada, Brown Drew & Massey LLP of Casper, Wyoming
and Howard L. Boigon, Esq., Vice President, General Counsel and Secretary of the
Company, of Denver, Colorado. Such opinion letters are being filed as Exhibits
5.2, 5.3 and 5.4, respectively, to the Registration Statement and each expressly
authorizes our reliance thereupon. We hereby incorporate by reference all
assumptions, limitations, qualifications and exceptions set forth in such
opinion letters.
Based on the foregoing, 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:
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
Page 3
February 5, 2004
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.
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 any laws other than (i) any
published constitutions, treaties, laws, rules and regulations
and judicial and administrative decisions ("LAWS") of the
State of New York, (ii) the Delaware General Corporation Law,
the Delaware Revised Uniform Limited Partnership Act, the
Delaware Limited Liability Company Act and applicable
provisions of the Delaware Constitution and reported judicial
decisions interpreting such laws, and (iii) the federal
securities Laws of the United States of America.
B. 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
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
Page 4
February 5, 2004
damages in lieu of equitable remedies; and (iv) securities
Laws and public policy underlying such Laws with respect to
rights to indemnification and contribution and any waiver of
liability of individuals under such Laws.
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