WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
October 27, 2006
VIA EDGAR TRANSMISSION
Majestic Oil & Gas, Inc.
Cut Bank, Montana
Re: 250,000 Shares of Common Stock, no par value per share
Ladies and Gentlemen:
We have acted as counsel to Majestic Oil & Gas, Inc., a Nevada corporation (the
"Company"), in connection with the registration on Form S- 8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 250,000 in
connection with the attached legal services agreement.
This opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We are familiar with the proceedings to date with respect to the proposed
issuance of the shares contemplated by the Registration Statement and have
examined such records, documents and questions of law and satisfied ourselves as
to such matters of fact, as we have considered relevant and necessary as a basis
for this opinion letter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and
2. Assuming the accuracy of the documents, representations and
warranties of the Company, each share that will be newly issued under the terms
and provisions of the Agreement, will have legally issued, fully paid and non-
assessable when:
a. The Registration Statement, as it may be amended, shall have
become effective under the Securities Act;
b. Such shares shall have been duly issued pursuant to the
authorization of the Company's Board of Directors or a duly authorized committee
thereof, in the manner contemplated by them; and
c. A certificate representing such shares shall have been duly
executed, countersigned and registered and duly delivered to the participant
thereof against payment of the agreed consideration therefore (not less than the
par value thereof) determined in accordance with the terms of the Agreement.
We do not find it necessary for the purposes of this opinion letter to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement. In delivering this opinion letter,
we have assumed, as to questions of fact, among other things, the accuracy of
representations and the genuineness of documents and signatures given to or
reviewed by us.
This opinion letter is limited to the General Corporation Law of the State of
Nevada. The opinions expressed herein are solely for your benefit in connection
with the issuance of the shares and may not be relied upon in any manner or for
any purpose by any other person or entity without the prior written consent of
this firm, except for the Transfer Agent which may rely on this opinion in
connection with the issuance of the shares.
As 250,000 shares under the legal services agreement which are subject to this
opinion are issued under the Registration Statement, they may be issued free and
clear of all restrictions.
Sincerely,
/s/ Michael T. Williams, Esq.
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Michael T. Williams, Esq.