UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 14, 2000 (September 8, 2000)
Beta Oil & Gas, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 000-25717 86-0876964
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
6120 South Yale, Suite 813
Tulsa, Oklahoma
(Address of principal executive offices)
74136
(Zip code)
(918) 495-1011
(Registrant's telephone number, including area code)
ITEM 5. Other Events.
On September 12, 2000, the Registrant filed a shelf Registration Statement
on Form S-3 (File No. 333-45586) covering the offer and sale of 6,491,547 shares
of the Registrant's common stock, par value $.001 per share, by certain selling
stockholders. This report is being filed for the purpose of adding the legal
opinion and consent of Conner & Winters, A Professional Corporation, to the
Exhibits to the Registration Statement.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 5.1 Legal Opinion of Conner & Winters,
A Professional Corporation.
Exhibit 23.1 Consent of Conner & Winters, A Professional
Corporation, is contained in its opinion included
as Exhibit 5.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Beta Oil & Gas, Inc.
Dated: September 14, 2000 By: \s\ Joseph L. Burnett
Joseph L. Burnett,
Chief Financial Officer and
Principal Accounting Officer
-2-
EXHIBIT INDEX
Exhibit Number Description Page
5.1.. Legal Opinion of Conner & Winters, A Professional Corporation. 4
23.1. Consent of Conner & Winters, A Professional Corporation, is 4
contained in its opinion included as Exhibit 5.1.
-3-
EXHIBIT 5.1
[CONNER & WINTERS LETTERHEAD]
CONNER & WINTERS
A PROFESSIONAL CORPORATION
LAWYERS
3700 FIRST PLACE TOWER
15 EAST FIFTH STREET
TULSA, OKLAHOMA 74103-4344
(918) 586-5711
FAX (918) 586-8982
September 8, 2000
Beta Oil & Gas, Inc.
6120 South Yale, Suite 813
Tulsa, Oklahoma 74136
Re: Beta Oil & Gas, Inc.
Registration Statement on Form S-3
File No. 333-45586
(the "Registration Statement")
Gentlemen:
We have acted as counsel for Beta Oil & Gas, Inc., a Nevada corporation
(the "Company"), in connection with the proposed offer and sale by certain
stockholders of the Company (the "Selling Stockholders") of up to 6,491,547
shares of the Company's Common Stock, $0.001 par value per share (the "Shares").
Sales of the Shares may be effected by the Selling Stockholders from time to
time in one or more types of transactions described in the Registration
Statement.
In reaching the conclusions expressed in this opinion, we have (a) examined
such certificates of public officials and of corporate officers and directors
and such other documents and matters as we have deemed necessary or appropriate,
(b) relied upon the accuracy of facts and information set forth in all such
documents, and (c) assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the authenticity of
the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and are, or in the case of Shares issuable upon exercise of
warrants held by Selling Stockholders, when issued, delivered and paid for in
accordance with the terms and conditions of the relevant warrant agreement, will
be, validly issued, fully paid and non-assessable shares of Common Stock of the
Company when sold as set forth in the Registration Statement.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement and the
prospectus constituting a part thereof under the caption "Legal Opinion."
Yours very truly,
CONNER & WINTERS,
A Professional Corporation
/s/ CONNER & WINTERS
-4-