EXHIBIT 5.1
MICHAEL D. EWING
Attorney-at-Law
Three First National Plaza
Suite 3750
Chicago, Illinois 60602
(312) 558-5165 / Fax (312) 558-4703
April 28, 1998
Wolverine Energy, L.L.C.
4660 South Hagadorn Road
Suite 230
East Lansing, Michigan 48823
Attention: George H. Arbaugh, Jr., President
Re: WOLVERINE ENERGY 1998-1999( ) DEVELOPMENT COMPANY, L.L.C.
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Gentlemen:
I have acted as counsel to Wolverine Energy, L.L.C., a Michigan limited
liability company (the "Manager"), in connection with the offer and sale by
Wolverine Energy 1998-1999( ) Development Company, L.L.C., a Michigan limited
liability company to be formed (the "Company"), of which the Manager is the
managing interestholder, of up to $ of membership interests
of the Company (the "Interests"). I have participated in the preparation and
filing with the U.S. Securities and Exchange Commission of a Registration
Statement on Form SB-2 (Registration No. 33-95156) with respect to the
Interests in order the effect their registration under the Securities Act of
1933, as amended (the "Securities Act"). I participated in the preparation of
the Prospectus dated as of , 1998, contained within such
Registration Statement with respect to the Company and the Interests which has
been distributed to offerees and purchasers of the Interests in connection with
the solicitation of offers to purchaser the Interests on the terms described
therein. Except as otherwise indicated herein, capitalized terms used in this
opinion letter are defined as set forth in the Memorandum or the Accord (see
below).
This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the American Bar Association
Section of Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and this opinion
letter should be read in conjunction therewith. The law covered by the opinions
expressed herein is limited to the laws of the United States, expressly
including the Securities Act of 1933 (the "Securities Act"), the Securities and
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations
promulgated thereunder by the U.S. Securities & Exchange Commission (the
"Commission"), and the laws of Illinois.
MICHAEL D. EWING
Attorney-at-Law
Wolverine Energy, L.L.C.
April ,1998
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Prior to rendering the opinions expressed herein, and in preparation
therefore, I have reviewed and relied upon the following:
1. The Prospectus and the Appendices thereto, including, but not limited
to the form of Company Operating Agreement of the Company (the "Company
Operating Agreement") attached to the Prospectus as Exhibit I.
2. A Questionnaire completed as of , 1998, by George H.
Arbaugh, Jr.
3. The form of Selected Dealer Agreement (the "Dealer Agreement")
proposed to be entered into by and between the Company and each NASD-member
securities broker/dealer (each, a "Selected Dealer") which is retained to
solicit offers to purchase Interests on the terms described in the Prospectus.
4. The certificate of the Manager with respect to compliance with Rule
252 of Regulation A under the Securities Act by the Company, the Manager and
each affiliate of any of them.
5. The form of Administrative Services Agreement proposed to be entered
into by and between the Company and the Manager with respect to the provision by
the Manager of administrative services and management assistance to the Company.
6. The form of Turnkey Agreement proposed to be entered into by and
between the Company and the Manager with respect to the acquisition by the
Company from the Manager of working interests in up to net wells.
7. The Operating Agreements by and between
, respectively, and the Manager and/or its predecessor(s)
in interest pursuant to which (i) the Project will be operated, and (ii) the
Manager obtained the interest in the Project which will be conveyed to the
Company pursuant to the Turnkey Agreement.
I have also examined and relied upon such other instruments, documents, reports,
memoranda and statements, and interviews conducted with such personnel of the
Manager as I deemed appropriate in the preparation and rendering of the opinions
expressed herein.
In issuing the opinions expressed herein, I have assumed the accuracy and
completeness of the information furnished to me on behalf of the Company by the
Manager and its officers and
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MICHAEL D. EWING
Attorney-at-Law
Wolverine Energy, L.L.C.
April ,1998
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employees, and I have further assumed that the Offering will be made in
compliance with the descriptions of such matters in the Prospectus, the terms of
the Dealer Agreement and the applicable provisions of the Securities Act.
Based upon and subject to the foregoing, I am of the opinion that:
(i) The offering and sale of the Interests satisfies the conditions
of Rules 505 and 506 of Regulation D under the Securities Act and
accordingly is exempt from the registration requirements of Section 5 of
the Securities Act by reason of the exemption afforded by Section 4(2) of
the Securities Act as a transaction not involving any public offering.
(ii) The offering and sale of the Interests should not be combined
with any other offering of securities by the Manager or any of its
affiliates by the Commission or the securities regulatory authority of any
state for the purpose of determining whether the Interests should be
registered under Section 5 of the Securities Act or the securities laws and
regulations of any state as being part of a public offering of securities.
The foregoing opinions are expressly subject to any one or more or all of
the qualifications that:
(I) the enforceability of the Dealer Agreement and each other
document referred to expressly or by implication in the opinions expressed
above is limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws or by other laws affecting the enforcement of
creditors' rights from time to time;
(II) I express no opinions as to whether any remedial,
indemnification or contribution provisions are enforceable;
(III) the enforceability of the Dealer Agreement and each other
document referred to expressly or by implication in the opinions expressed
above is subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);
(IV) I express no opinion as to the enforceability of (i) self-help
provisions, (ii) provisions which purport to establish evidentiary
standards, or (iii) provisions relating to waiver of remedies (or the delay
or omission of enforcement thereof), liability limitations with respect to
third parties or liquidated damages;
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(V) I make no representation that I have independently verified
(except for a review of all documents attached or referred to in the
Prospectus and the documents and other information specifically described
hereinabove), the accuracy or adequacy of the statements in the Prospectus;
and
(VI) with respect to the Prospectus and all documents annexed
thereto or referred to therein and the documents and other information
described or referred to hereinabove, I have assumed the authenticity of
all documents purported to be and submitted to and reviewed by me as
originals, the conformity to the original of all documents purported to be
and submitted to and reviewed by me as copies, the authority of the
signatories to each such document to sign and to thereby bind themselves as
individuals or the entity that they purport to represent as representative
and the authenticity of each such signature.
This opinion letter may be relied upon by you only in connection with the
issuance of the Interests pursuant to the Dealer Agreement and the Prospectus
and may not be used or relied upon by you or any other person for any purpose
whatsoever, except to the extent authorized in the Accord, without and in each
instance my prior written consent.
Very truly yours,
Michael D. Ewing
MDE:tlc
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