Exhibit 5
November 28, 2005
Bayou City Exploration, Inc.
10777 Westheimer Road
Suite 170
Houston, TX 77042
Ladies and Gentlemen:
We have acted as legal counsel to Bayou City Exploration, Inc. a Nevada
corporation (the "Company") in connection with the preparation of a Registration
Statement on Form S-8 ("Registration Statement") under the Securities Act of
1933, as amended (the "Act"), covering an aggregate of 7,000,000 shares of
Common Stock, $.005 per share (the "Common Stock") to be issued pursuant to the
Company from time to time pursuant to the Company's 2005 Stock Option and
Incentive Plan (the "Plan"). This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of the Regulation S-B under the Act
We have examined and are familiar with the Amended and Restated Articles of
Incorporation and Amended and Restated By-Laws of the Company, and the various
corporate records and proceedings relating to the Company and the proposed
issuance of the Common Stock. We have also examined such other documents and
proceedings as we have considered necessary for the purpose of this opinion.
Based upon and in reliance upon the foregoing, it is our opinion that the
Common Stock has been duly authorized and, when issued and paid for in
accordance with the terms of the Registration Statement and the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Greenebaum Doll & McDonald PLLC
----------------------------------------
GREENEBAUM DOLL & MCDONALD PLLC