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EXHIBIT 5.1
FORM OF LEGALITY OPINION
________ __, 1998
Queen Sand Resources, Inc.
Queen Sand Resources, Inc.
Northland Operating Co.
Corrida Resources, Inc.
Re: Registration Statement on Form S-4; $125,000,000 Aggregate Principal
Amount of 12 1/2% Senior Notes due 2008 and the Guarantees thereof
Ladies and Gentlemen:
We have acted as special counsel for Queen Sand Resources, Inc., a
Delaware corporation (the "Company"), and Queen Sand Resources, Inc., a Nevada
corporation, Northland Operating Co., a Nevada corporation, and Corrida
Resources, Inc., a Nevada corporation (the "Guarantors"), in connection with the
proposed issuance by the Company of $125,000,000 aggregate principal amount of
12 1/2% Senior Notes due 2008 (the "Notes") and the guarantees thereof by the
Guarantors (the "Guarantees") in exchange for an equivalent amount of the
Company's outstanding 12 1/2% Senior Notes due 2008 (the "Old Notes"), which are
also guaranteed by the Guarantors. The terms of the offer to exchange are
described in the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission for the
registration of the Notes and the Guarantees under the Securities Act of 1933,
as amended (the "Act"). The Old Notes have been, and the Notes will be, issued
pursuant to an indenture (the "Indenture") dated as of July 1, 1998, among the
Company, the Guarantors and Harris Trust and Savings Bank, as Trustee (the
"Trustee").
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company and the Guarantors in connection with the authorization and
issuance of the Notes and the Guarantees and, for the purposes of this opinion,
have assumed such proceedings will be timely completed in the manner presently
proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of Texas. To the extent that the opinions
expressed involve considerations of the laws of the State of New York, we have
assumed, with your consent, that the laws of the State of New York are identical
in all respects to the laws of the State of Texas, other than as to usury (as to
which we express no opinion). We express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state.
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Queen Sand Resources, Inc.
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Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof:
1. When executed and delivered by or on behalf of the Company and the
Guarantors and authenticated by the Trustee in accordance with the terms of the
Indenture, the Notes and the Guarantees will constitute valid and binding
obligations of the Company and the Guarantors, enforceable against the Company
and the Guarantors in accordance with their terms.
To the extent that the obligations of the Company or the Guarantors
under the Indenture may be dependent upon such matters, we assume for purposes
of this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms; that the Trustee
is in compliance, generally and with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained therein under
the heading "Legal Matters."
Specific Limitations and Qualifications on
Opinions Regarding Enforceability of the Notes and Guarantees
The enforceability of the Notes and the Guarantees are subject to (a) the
effects of (i) applicable bankruptcy, insolvency, reorganization, moratorium,
rearrangement, liquidation, conservatorship or similar laws of general
application now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally, (ii) general equity principles (regardless of
whether enforcement is sought in a proceeding in equity or law), and (iii)
statutory provisions of the federal Bankruptcy Code and the Uniform Fraudulent
Conveyance Act as adopted by the State of Texas (and related court decisions)
pertaining to the voidability of preferential or fraudulent transfers,
conveyances and obligations, (b) the rights of the United States under the
Federal Tax Lien Act of 1966, as amended, and (c) the application of a standard
of "good faith" such as that defined in Section 1.203 of the Uniform Commercial
Code as adopted in the State of Texas (the "Code"); provided, however, that we
note that any limitations referred to in clauses (a)(ii), and (c) imposed by
such laws on the enforceability of the Notes and the Guarantees will not prevent
the holders thereof from the ultimate realization of the practical benefits of
such instruments, except for the economic consequences of any judicial,
administrative or other procedural delay that may result from such laws.
We express no opinion as to the enforceability of provisions of the Notes or the
Guarantees to the extent that such provisions: (i) state that any party's
failure or delay in exercising rights, powers, privileges or remedies under the
Notes or the Guarantees, as the case may be, shall not operate as a waiver
thereof; (ii) purport to preclude the amendment, waiver, release or discharge of
obligations except by an instrument in writing; (iii) purport to indemnify any
person for (A) such person's violations of federal or state
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Queen Sand Resources, Inc.
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securities laws or environmental laws, or (B) any obligation to the extent
such obligation arises from or is a result of such person's own negligence; (iv)
purport to establish or satisfy certain factual standards or conditions; (v)
purport to sever unenforceable provisions from the Notes or the Guarantees, to
the extent that the enforcement of remaining provisions would frustrate the
fundamental intent of the parties to such instruments; (vi) restrict access to
legal or equitable remedies; or (vii) purport to waive any claim arising out of,
or in any way related to, the Notes or the Guarantees. We advise you that the
inclusion of such provisions in the Notes or the Guarantees does not render void
or invalidate the obligations and liabilities of the Company under other
provisions of such instruments.
We express no opinion as to: (i) whether a court would grant specific
performance or any other equitable remedy with respect to enforcement of any
provision contained in the Notes or the Guarantees; or (ii) the enforceability
of any provision contained in the Indenture relating to the appointment of a
receiver, to the extent that appointment of a receiver is governed by applicable
statutory requirements, and to the extent that such provision may not be in
compliance with such requirements.
We express no opinion as to the enforceability of those provisions of the
Guarantees that state or mean that the Guarantees shall not be impaired,
adversely affected or released by any of the following: (i) any action taken by
any holder of the Notes in bad faith, for the purpose of or with the effect of,
impairing any of the Guarantors' rights of subrogation, reimbursement,
contribution, indemnity or exoneration against the Company, any other guarantor
or collateral for the obligations guaranteed; or (ii) a legal determination that
the obligations guaranteed are void as a result of illegality.
Very truly yours,
Haynes and Boone, LLP