Exhibit 5.1
[FENNEMORE CRAIG LETTERHEAD]
July 25, 2002
Board of Directors:
Giant Industries, Inc. San Juan Refining Company
Giant Industries Arizona, Inc. Giant Mid-Continent, Inc.
Ciniza Production Company Giant Pipeline Company
Giant Stop-N-Go of New Mexico, Inc. DeGuelle Oil Company
Giant Four Corners, Inc. Giant Yorktown, Inc.
Phoenix Fuel Co., Inc. Giant Yorktown Holding Company
23733 North Scottsdale Road
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as special counsel for Giant Industries, Inc., a Delaware
corporation (the "Company"), and the Subsidiary Guarantors (defined below) in
connection with the offer to exchange (the "Exchange Offer") up to $200,000,000
aggregate principal amount of registered 11% Senior Subordinated Notes due 2012
(the "Exchange Notes") for a like principal amount of the Company's 11% Senior
Subordinated Notes due 2012 issued and sold in a Rule 144A offering (the
"Notes"). The Exchange Offer is made pursuant to the Registration Statement on
Form S-4 filed by the Company and the Subsidiary Guarantors with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), on July 15, 2002 (which Registration Statement, as amended
by Amendment No. 1 thereto, is referred to herein as the "Registration
Statement"). In connection with the Registration Statement, we have been
requested to render the opinions set forth herein.
The Exchange Notes will be issued pursuant to the terms of the
Indenture, dated May 14, 2002 (the "Indenture"), among the Company, the
Subsidiary Guarantors and The Bank of New York, a New York banking corporation,
as indenture trustee (the "Trustee"). The Company's payment obligations with
respect to the Exchange Notes are being guaranteed, jointly and severally on a
subordinated basis, by the Subsidiary Guarantors. Giant Industries Arizona,
Inc., an Arizona corporation ("Giant Arizona"), Ciniza Production Company, a New
Mexico corporation ("Ciniza"), Giant Stop-N-Go of New Mexico, Inc., a New Mexico
corporation ("Giant Stop-N-Go"), Giant Four Corners, Inc., an Arizona
corporation ("Giant Four Corners"), Phoenix Fuel Co., Inc., an Arizona
corporation ("Phoenix Fuel"), San Juan Refining Company, a New Mexico
corporation ("San Juan"), Giant Mid-Continent, Inc., an Arizona corporation
("Giant Mid-Continent"), Giant Pipeline Company, a New Mexico corporation
("Giant Pipeline"), DeGuelle Oil Company, a Colorado corporation, ("DeGuelle"),
Giant Yorktown, Inc., a Delaware corporation ("Giant Yorktown"), and Giant
Yorktown Holding Company, a Delaware corporation ("Giant Yorktown Holding") are
collectively referred to herein as the "Subsidiary Guarantors," the guarantees
of the Subsidiary Guarantors with respect to the
Giant Industries, Inc., et al. Page 2
July 25, 2002
Exchange Notes are collectively referred to herein as the "Guarantees," and the
Exchange Notes and the Guarantees are collectively referred to herein as the
"Securities."
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Certificate of
Incorporation and the Bylaws of the Company, (ii) the comparable organizational
documents for each of the Subsidiary Guarantors, (iii) certain resolutions of
the Boards of Directors of the Company and of each of the Subsidiary Guarantors,
(iv) the Indenture, (v) the Registration Statement, (vi) a specimen of the
Exchange Notes and the Guarantees; and (vii) such other corporate records,
agreements, documents and other instruments of the Company and the Subsidiary
Guarantors and such certificates or comparable documents of public officials and
of officers and representatives of the Company and the Subsidiary Guarantors as
we deemed necessary or appropriate for purposes of rendering the opinions set
forth below.
In such examination and in rendering the opinions set forth below, we
have assumed (i) the legal capacity of all natural persons, (ii) the genuineness
of all signatures, (iii) the authority of all signatories, (iv) the authenticity
and completeness of all documents submitted to us as forms of the documents to
be executed, (v) the conformity to original documents of all documents submitted
to us as certified or photostatic copies, (vi) that the parties' choice of New
York law to govern the Indenture and the Securities would be upheld if
challenged, and (vii) that the Securities will be issued as described in the
Registration Statement. As to any facts material to this opinion which we did
not independently establish or verify, we have relied upon statements or
representations of officers and/or other representatives of the Company, the
Subsidiary Guarantors and others, all of which statements and representations we
have assumed to be true and correct in all respects as of the date hereof.
Based upon and subject to the assumptions, limitations, qualifications
and exceptions set forth herein, it is our opinion that:
1. The Company, Giant Yorktown and Giant Yorktown Holding are
corporations duly incorporated and are in good standing under the laws of the
State of Delaware, and have duly authorized the execution, delivery and
performance of the Indenture and the Exchange Notes or their respective
Guarantees, as applicable.
2. Giant Arizona, Phoenix Fuel, Giant Mid-Continent and Giant Four
Corners are corporations duly incorporated and are in good standing under the
laws of the State of Arizona, and have duly authorized the execution, delivery
and performance of the Indenture and their respective Guarantees.
3. San Juan, Ciniza, Giant Stop-N-Go and Giant Pipeline are
corporations duly incorporated and are in good standing under the laws of the
State of New Mexico, and have duly
Giant Industries, Inc., et al. Page 3
July 25, 2002
authorized the execution, delivery and performance of the Indenture and their
respective Guarantees.
4. DeGuelle is a corporation duly incorporated and is in good standing
under the laws of the State of Colorado, and has duly authorized the execution,
delivery and performance of the Indenture and its Guarantee.
5. Assuming that (i) the Indenture has been duly authorized, executed
and delivered by the Trustee, (ii) the Exchange Notes are duly executed and
issued by the Company, (iii) the Guarantees are duly executed and issued by the
respective Subsidiary Guarantors, and (iv) the Exchange Notes have been
authenticated by the Trustee in the manner set forth in the Indenture, and upon
exchange and delivery as described in the Registration Statement, the Exchange
Notes will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture, except to the extent that the enforceability
thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, fraudulent transfer or other laws relating to
creditors' rights generally, and (B) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law), the
discretion of the court before which proceedings may be brought and an implied
covenant of good faith and fair dealing.
6. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, the Indenture constitutes a valid and legally binding
instrument of the Company and each of the Subsidiary Guarantors, enforceable
against the Company and each of the Subsidiary Guarantors in accordance with its
terms, and, based on such assumption, the Guarantees will constitute valid and
legally binding obligations of each of the respective Subsidiary Guarantors,
enforceable against each Subsidiary Guarantor in accordance with their terms;
provided, however, in each case that the enforceability thereof may be limited
by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, fraudulent transfer or other laws relating to creditors' rights
generally, and (B) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), the discretion
of the court before which proceedings may be brought and an implied covenant of
good faith and fair dealing.
The foregoing opinions are subject to the following qualifications and
limitations:
(a) With respect to our opinions set forth in paragraphs 5 and 6, as to
matters of New York law we have relied solely on the opinion of McGuireWoods,
LLP attached hereto as Exhibit A, including the assumptions, qualifications and
limitations set forth therein.
(b) With respect to our opinions set forth in paragraph 3, as to
matters of New Mexico law, we have relied solely on the opinion of Montgomery &
Andrews, P.A. attached hereto as Exhibit B, including the assumptions,
qualifications and limitations set forth therein.
Giant Industries, Inc., et al. Page 4
July 25, 2002
(c) With respect to our opinions set forth in paragraph 4, as to
matters of Colorado law, we have relied solely on the opinion of Bjork, Lindley,
Danielson & Little, P.C. attached here to as Exhibit C, including the
assumptions, qualifications and limitations set forth therein.
We are qualified to practice law in the State of Arizona. We express no
opinion as to, and for the purposes of the opinions set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of Arizona, the General Corporation Law of the
State of Delaware, and, to the extent expressly set forth herein, the federal
laws of the United States. This opinion is rendered as of the date hereof, and
we undertake no obligation to update this opinion should it no longer remain
accurate by change in factual circumstances, law, judicial decision or
otherwise.
This opinion is furnished only to, and is solely for the benefit of,
the addressees named above and, except with our prior written consent, is not to
be used, circulated, quoted or otherwise referred to or disseminated for any
other purpose or relied upon by any person or entity; provided, however, that
the Trustee may rely upon this opinion as if it were addressed to it.
Notwithstanding the foregoing, we hereby consent to the filing of this opinion
with the Commission as Exhibit 5.1 to the Registration Statement and to the
reference to this firm under the heading "LEGAL MATTERS" in the Prospectus
forming a part of the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Fennemore Craig, a Professional Corporation
EXHIBIT A
[MCGUIREWOODS LETTERHEAD]
July 25, 2002
Board of Directors:
Giant Industries, Inc. San Juan Refining Company
Giant Industries Arizona, Inc. Giant Mid-Continent, Inc.
Ciniza Production Company Giant Pipeline Company
Giant Stop-N-Go of New Mexico, Inc. DeGuelle Oil Company
Giant Four Corners, Inc. Giant Yorktown, Inc.
Phoenix Fuel Co., Inc. Giant Yorktown Holding Company
23733 North Scottsdale Road
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as special New York counsel to Giant Industries, Inc., a
Delaware corporation (the "Company"), and to the following subsidiaries of the
Company, Giant Industries Arizona, Inc., an Arizona corporation ("Giant
Arizona"), San Juan Refining Company, a New Mexico corporation ("San Juan"),
Giant Mid-Continent, Inc., an Arizona corporation ("Giant Mid-Continent"), Giant
Stop-N-Go of New Mexico, Inc., a New Mexico corporation ("Stop-N-Go"), Giant
Four Corners, Inc., an Arizona corporation ("Four Corners"), Phoenix Fuel Co.,
Inc., an Arizona corporation ("Fuel"), Ciniza Production Company, a New Mexico
corporation ("Ciniza"), Giant Pipeline Company, a New Mexico corporation
("Pipeline"), DeGuelle Oil Company, a Colorado corporation ("DeGuelle"), Giant
Yorktown, Inc., a Delaware corporation ("Giant Yorktown"), and Giant Yorktown
Holding Company, a Delaware corporation ("Giant Holding") (Giant Arizona, San
Juan, Giant Mid-Continent, Stop-N-Go, Four Corners, Fuel, Ciniza, Pipeline,
DeGuelle, Giant Yorktown and Giant Holding are collectively called the
"Subsidiary Guarantors"), in connection with the offer to exchange (the
"Exchange Offer") up to $200,000,000 aggregate principal amount of registered
11% Senior Subordinated Notes due 2012 (the "Exchange Notes") for a like
principal amount of the Company's 11% Senior Subordinated Notes due 2012 issued
and sold in a Rule 144A offering (the "Notes"). The Exchange Offer is made
pursuant to the Registration Statement on Form S-4 filed by the Company and the
Subsidiary Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on July
15, 2002 (which Registration Statement, as amended by Amendment No. 1 thereto,
is referred to herein as the "Registration Statement"). In connection with the
Registration Statement, we have been requested to render the opinions set forth
herein.
The Exchange Notes will be issued pursuant to the terms of the
Indenture, dated May 14, 2002 (the "Indenture"), among the Company, the
Subsidiary Guarantors and The Bank of New York, a New York banking corporation,
as indenture trustee (the "Trustee"). The Company's payment obligations with
respect to the Exchange Notes are being guaranteed, jointly and severally on a
subordinated basis, by the Subsidiary Guarantors. The guarantees of the
Giant Industries, Inc., et al. Page 2
July 25, 2002
Subsidiary Guarantors with respect to the Exchange Notes are collectively
referred to herein as the "Guarantees."
We have examined the following:
(a) The Indenture, including the Guarantees set forth therein;
(b) The form of the Exchange Notes;
(c) The Registration Statement; and
(d) originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we
have deemed necessary or appropriate as a basis for the
opinions set forth herein.
The agreements listed in clauses (a) through (c) above are hereinafter
referred to as the "Documents".
I. Assumptions.
In rendering the opinions below we have assumed: (i) the due
organization, valid existence and good standing in the jurisdiction of
organization of each party to the Documents; (ii) the genuineness and
authenticity of all documents examined by us and all signatures thereon and the
conformity to originals of all copies of all documents examined by us; (iii) the
due authorization, execution and delivery of the Documents by each party
thereto; (iv) the power and authority of each party to the Documents to execute,
deliver and perform the same, and that such execution, delivery and performance
do not violate its organizational documents or any law or governmental rule or
regulation applicable to it; (v) that each of the Documents constitutes the
legal, valid and binding obligation of each party named as a signatory to such
Document and is enforceable against each such party (other than the Company and
the Subsidiary Guarantors) in accordance with its terms; (vi) the legal capacity
of all natural persons executing the Documents; (vii) all necessary consents,
authorizations, approvals, permits or certificates (governmental and otherwise)
which are required as a condition to the execution and delivery of the Documents
by the parties thereto and to the consummation by the parties thereto of the
transactions contemplated thereby; and (viii) that the Documents accurately
describe and contain the mutual understanding of the parties, and that there are
no oral or written statements or agreements that modify, amend or vary, or
purport to modify, amend or vary, any of the terms thereof.
As to certain factual matters, we have relied upon representations,
warranties and statements made by representatives of the Company, the Subsidiary
Guarantors and others, all of which representations, warranties and statements
we have assumed to be true and correct in all respects as of the date hereof,
without any independent investigation thereof.
Giant Industries, Inc., et al. Page 3
July 25, 2002
II. Opinions.
Based on the foregoing and subject to the exceptions, qualifications
and limitations set forth herein, we are of the opinion that:
1. The Indenture constitutes a legal, valid and binding agreement of
the Company and each of the Subsidiary Guarantors, enforceable against the
Company and each of the Subsidiary Guarantors in accordance with its terms,
except to the extent that the enforceability thereof may be limited by (A)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
fraudulent transfer or other laws relating to creditors' rights generally and
(B) general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing and except that we express no opinion with respect to
Section 11.09, 11.10 and 11.11 of the Indenture as they relate to non-U.S.
Subsidiary Guarantors.
2. The Exchange Notes, when issued and authenticated in accordance with
the terms of the Indenture, and upon exchange and delivery as described in the
Registration Statement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, and
will be entitled to the benefits of the Indenture, except to the extent that the
enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, fraudulent transfer or other laws
relating to creditors' rights generally and (B) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and an implied covenant of good faith and fair dealing.
3. The Guarantees are in the form contemplated by the Indenture. The
Guarantees, upon the due issuance of the Exchange Notes, will constitute, valid
and legally binding obligations of each of the respective Subsidiary Guarantors,
enforceable against each Subsidiary Guarantor in accordance with their terms,
and will be entitled to the benefits of the Indenture, except to the extent that
the enforceability thereof may be limited by (A) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, fraudulent transfer or other
laws relating to creditors' rights generally and (B) general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
The opinions herein expressed are limited in all respects solely to the
matters governed by the internal laws of the State of New York.
This opinion may not be relied upon by, nor may copies be delivered to,
any person without our prior written consent; provided, that the Trustee may
rely upon this opinion and
Giant Industries, Inc., et al. Page 4
July 25, 2002
Fennemore Craig, a Professional Corporation, may rely on this opinion with
respect to its opinion to you in connection with the Registration Statement, and
may file this opinion as an exhibit to its opinion being filed with the
Commission as Exhibit 5.1 to the Registration Statement.
Yours very truly,
/s/ McGuireWoods LLP
EXHIBIT B
[MONTGOMERY & ANDREWS LETTERHEAD]
July 25, 2002
Board of Directors:
Giant Industries, Inc. San Juan Refining Company
Giant Industries Arizona, Inc. Giant Mid-Continent, Inc.
Ciniza Production Company Giant Pipeline Company
Giant Stop-N-Go of New Mexico, Inc. DeGuelle Oil Company
Giant Four Corners, Inc. Giant Yorktown, Inc.
Phoenix Fuel Co., Inc. Giant Yorktown Holding Company
23733 North Scottsdale Road
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as special counsel for Giant Industries, Inc., a Delaware
corporation (the "Company"), Ciniza Production Company, a New Mexico corporation
("Ciniza"), Giant Stop-N-Go of New Mexico, Inc., a New Mexico corporation
("Giant Stop-N-Go"), San Juan Refining Company, a New Mexico corporation ("San
Juan"), and Giant Pipeline Company, a New Mexico corporation ("Giant Pipeline")
in connection with the offer to exchange (the "Exchange Offer") up to
$200,000,000 aggregate principal amount of registered 11% Senior Subordinated
Notes due 2012 (the "Exchange Notes") for a like principal amount of the
Company's 11% Senior Subordinated Notes due 2012 issued and sold in a Rule 144A
offering (the "Notes"). The Exchange Offer is made pursuant to the Registration
Statement on Form S-4 filed by the Company and the Subsidiary Guarantors with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), on July 15, 2002 (which Registration
Statement, as amended by Amendment No. 1 thereto, is referred to herein as the
"Registration Statement"). In connection with the Registration Statement, we
have been requested to render the opinions set forth herein.
The Exchange Notes will be issued pursuant to an Indenture, dated May
14, 2002 (the "Indenture"), among the Company, Ciniza, Giant Stop-N-Go, San
Juan, Giant Pipeline, the other subsidiaries of the Company (collectively with
Ciniza, Giant Stop-N-Go, San Juan and Giant Pipeline, the "Subsidiary
Guarantors") and The Bank of New York, a New York banking corporation, as
indenture trustee (the "Trustee"). The Company's payment obligations with
respect to the Exchange Notes are being guaranteed, jointly and severally on a
subordinated basis, by the Subsidiary Guarantors. The guarantees of Ciniza,
Giant Stop-N-Go, San Juan and Giant Pipeline with respect to the Exchange Notes
are collectively referred to as the "Guarantees."
In connection with this opinion, we have examined (i) the Articles of
Incorporation and Bylaws of each of Ciniza, Giant Stop-N-Go, San Juan and Giant
Pipeline, (ii) the corporate
proceedings of Ciniza, Giant Stop-N-Go, San Juan and Giant Pipeline with respect
to the making of the Guarantees, (iii) the Indenture, (iv) the Registration
Statement (v) a specimen of the Exchange Notes and the Guarantees, and (vi) such
other corporate records, agreements, documents, and other instruments of the
Company, Ciniza, Giant Stop-N-Go, San Juan and Giant Pipeline and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, Ciniza, Giant Stop-N-Go, San Juan and Giant
Pipeline as we deemed necessary or appropriate for purposes of rendering the
opinions set forth below.
In our examination we have assumed (i) the legal capacity of all
natural persons, (ii) the genuineness of all signatures, (iii) the authenticity
and completeness of all documents submitted to us as forms of the documents to
be executed and delivered, and (iv) the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies. As to
any other facts material to the opinions expressed herein that have not been
independently established or verified by us, we have relied upon statements or
representations of officers and/or other representatives of the Company, Ciniza,
Giant Stop-N-Go, San Juan and Giant Pipeline.
We are qualified to practice law in the State of New Mexico. We express
no opinion as to, and for the purposes of the opinions set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of New Mexico. This opinion is rendered as of
the date hereof, and we undertake no obligation to update this opinion should
this opinion no longer remain accurate by change in factual circumstances, law,
judicial decision or otherwise.
Based on the foregoing, and subject to the assumptions, limitations,
qualifications and exceptions set forth herein, we are of the opinion that:
1. The Indenture and the Guarantees have been duly authorized, executed
and delivered by each of Ciniza, Giant Stop-N-Go, San Juan and Giant Pipeline.
2. Each of Ciniza, Giant Stop-N-Go, San Juan and Giant Pipeline is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Mexico.
The foregoing opinions are being furnished only to, and are solely for
the benefit of, the addressees named above and, except with our prior written
consent, are not to be used, circulated, quoted, published or otherwise referred
to or disseminated for any other purpose or relied upon by any person or entity,
provided that the Trustee may rely upon this opinion, and Fennemore Craig, a
Professional Corporation, and McGuire Woods, LLP, may rely upon this opinion
with respect to their opinions to you in connection with the Registration
Statement. Fennemore Craig, a Professional Corporation, may file this opinion as
an exhibit to its opinion being filed with the Commission as Exhibit 5.1 to the
Registration Statement.
Sincerely yours,
/s/ Nancy M. King
EXHIBIT C
[BJORK, LINDLEY, DANIELSON & LITTLE, P.C. LETTERHEAD]
July 25, 2002
Board of Directors:
Giant Industries, Inc. San Juan Refining Company
Giant Industries Arizona, Inc. Giant Mid-Continent, Inc.
Ciniza Production Company Giant Pipeline Company
Giant Stop-N-Go of New Mexico, Inc. DeGuelle Oil Company
Giant Four Corners, Inc. Giant Yorktown, Inc.
Phoenix Fuel Co., Inc. Giant Yorktown Holding Company
23733 North Scottsdale Road
Scottsdale, Arizona 85255
Ladies and Gentlemen:
We have acted as special counsel for Giant Industries, Inc., a Delaware
corporation (the "Company"), and DeGuelle Oil Company, a Colorado corporation
("DeGuelle"), in connection with the offer to exchange (the "Exchange Offer") up
to $200,000,000 aggregate principal amount of registered 11% Senior Subordinated
Notes due 2012 (the "Exchange Notes") for a like principal amount of the
Company's 11% Senior Subordinated Notes due 2012 issued and sold in a Rule 144A
offering (the "Notes"). The Exchange Offer is made pursuant to the Registration
Statement on Form S-4 filed by the Company and the Subsidiary Guarantors with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), on July 15, 2002 (which Registration
Statement, as amended by Amendment No. 1 thereto, is referred to herein as the
"Registration Statement"). In connection with the Registration Statement, we
have been requested to render the opinions set forth herein.
The Exchange Notes will be issued pursuant to an Indenture, dated May
14, 2002 (the "Indenture"), among the Company, DeGuelle, the other subsidiaries
of the Company (collectively with DeGuelle, the "Subsidiary Guarantors") and The
Bank of New York, a New York banking corporation, as indenture trustee (the
"Trustee"). The Company's payment obligations with respect to the Exchange Notes
are being guaranteed, jointly and severally on a subordinated basis, by the
Subsidiary Guarantors. The guarantee of DeGuelle with respect to the Exchange
Notes is referred to as the "Guarantee."
In connection with this opinion, we have examined (I) the Articles of
Incorporation and Bylaws of DeGuelle, (ii) the corporate proceedings of DeGuelle
with respect to the making of the Guarantee, (iii) the Indenture, (iv) the
Registration Statement (v) a specimen of the Exchange Notes and the Guarantee,
and (vi) such other corporate records, agreements, documents, and other
instruments of the Company and DeGuelle and such certificates or comparable
documents of public officials and of officers and representatives of the Company
and DeGuelle as we deemed necessary or appropriate for purposes of rendering the
opinions set forth below.
Board of Directors
July 25, 2002
Page 2
In our examination we have assumed (I) the legal capacity of all
natural persons, (ii) the genuineness of all signatures, (iii) the authenticity
and completeness of all documents submitted to us as forms of the documents to
be executed and delivered, and (iv) the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies. As to
any other facts material to the opinions expressed herein that have not been
independently established or verified by us, we have relied upon statements or
representations of officers and/or other representatives of the Company and
DeGuelle.
We are qualified to practice law in the State of Colorado. We express
no opinion as to, and for the purposes of the opinions set forth herein, we have
conducted no investigation of, and do not purport to be experts on, any laws
other than the laws of the State of Colorado. This opinion is rendered as of the
date hereof, and we undertake no obligation to update this opinion should this
opinion no longer remain accurate by change in factual circumstances, law,
judicial decision or otherwise.
Based on the foregoing, and subject to the assumptions, limitations,
qualifications and exceptions set forth herein, we are of the opinion that:
1. The Indenture and the Guarantee have been duly authorized, executed and
delivered by DeGuelle.
2. DeGuelle is a corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado.
The foregoing opinions are being furnished only to, and are solely for
the benefit of, the addressees named above and, except with our prior written
consent, are not to be used, circulated, quoted, published or otherwise referred
to or disseminated for any other purpose or relied upon by any person or entity,
provided that the Trustee may rely upon this opinion, and Fennemore Craig, a
Professional Corporation, and McGuireWoods, LLP, may rely upon this opinion with
respect to their opinions to you in connection with the Registration Statement.
Fennemore Craig, a Professional Corporation, may file this opinion as an exhibit
to its opinion being filed with the Commission as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
BJORK, LINDLEY, DANIELSON & LITTLE, P.C.
/s/ Laura Lindley