EXHIBIT 5.1
December 19, 2003
North American Energy Partners Inc.
Acheson Industrial Park #2
53016- Highway 60
Spruce Grove, Alberta T7X3G7
Ladies and Gentlemen:
We have acted as counsel to North American Energy Partners Inc. (the "Company"),
a corporation incorporated under the Canadian Business Corporations Act, in
connection with the offer by the Company to exchange $1,000 principal amount of
its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for each $1,000
principal amount of its 8 3/4% Senior Notes due 2011 issued on November 26, 2002
(the "Original Notes"), of which an aggregate of US$200,000,000 principal amount
of Original Notes is outstanding (the "Exchange Offer"). The Company is filing
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form F-4 (the "Registration Statement"), with respect to the
Exchange Offer under the Securities Act of 1933, as amended (the "Securities
Act").
We have examined originals or copies certified by officers of the Company of (a)
the Indenture, dated as of November 26, 2003 (the "Indenture"), by and among the
Company, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee
(the "Trustee"), pursuant to which the Original Notes were issued and the
Exchange Notes will be issued, (b) the Articles of Incorporation and By-Laws of
the Company, each as amended to date, (c) certain resolutions adopted by the
Board of Directors of the Company, and (d) such other documents and records as
we have deemed necessary and relevant for the purposes hereof. In addition, we
have relied on certificates of officers of the Company and of public officials
and others as to certain matters of fact relating to this opinion and have made
such investigations of law as we have deemed necessary and relevant as a basis
hereof. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents and records submitted to us as originals, the
conformity to authentic original documents and records of all documents and
records submitted to us as copies, and the truthfulness of all statements of
fact contained therein. We have also assumed the due execution and delivery of
the Indenture and the due authentication of the Original Notes by a duly
authorized officer of the Trustee.
North American Energy Partners Inc.
December 19, 2003
Page 2
Based on the foregoing, subject to the limitations, assumptions and
qualifications set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. the Company is validly existing as a corporation under the laws of
Canada; and
2. the Original Notes have been validly authorized and issued, the
Exchange Notes have been validly authorized, and (subject to the
Registration Statement becoming effective, the Indenture being
qualified under the Trust Indenture Act of 1939 and any state
securities or Blue Sky laws being complied with) when (i) the Exchange
Notes have been duly executed by duly authorized officers of the
Company, (ii) the Exchange Notes have been duly authenticated by the
Trustee under the Indenture, and (iii) the Original Notes have been
validly tendered and not withdrawn and have been received and accepted
by the Company, all in accordance with the terms of the Exchange Offer
as set forth in the Registration Statement, the Exchange Notes issued
in exchange for the Original Notes in accordance with the terms of the
Exchange Offer will be validly issued and legally binding obligations
of the Company entitled to the benefits of the Indenture.
Insofar as the law of Canada or any provinces thereof is applicable to the
matters discussed herein, we have relied upon the opinion of Borden Ladner
Gervais LLP, a copy of which is attached hereto.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement and to the references to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including this
Exhibit, within the meaning of the term "expert" as used in the Securities Act
or the rules and regulations thereunder.
Very truly yours,
/s/ Bracewell & Patterson, L.L.P.
Bracewell & Patterson, L.L.P.
Attachment A
Borden Ladner Gervais LLP
Lawyers o Patent & Trade-mark Agents
Scotia Plaza, 40 King Street West
Toronto, Ontario, Canada M5H 3Y4
tel.: (416) 367-6000 fax: (416) 367-6749
www.blgcanada.com
[GRAPHIC REMOVED HERE]
December 19, 2003
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Pennzoil Place, South Tower
Houston, TX 77002
U.S.A.
Ladies and Gentlemen:
We have acted as Canadian counsel to North American Energy Partners Inc. (the
"Company"), a corporation incorporated under the Canada Business Corporations
Act, in connection with an offer by the Company to exchange $1,000 principal
amount of its 8 3/4% Senior Exchange Notes due 2011 (the "Exchange Notes") for
each $1,000 principal amount of its 8 3/4% Senior Notes due 2011 issued on
November 26, 2003 (the "Original Notes") of which an aggregate of US
$200,000,000 principal amount of Original Notes is outstanding (the "Exchange
Offer"). In relation to the Exchange Offer, we understand that the Company,
through its U.S. Counsel, Bracewell & Patterson, L.L.P., is filing with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Registration Statement") with respect
to the Exchange Offer under the United States Securities Act of 1933, as amended
(the "Securities Act").
Qualifications
This opinion is, with your approval, predicated upon and qualified in its
entirety by the following:
(a) We have made no investigation of the laws of any jurisdiction other than,
and the opinions hereinafter expressed are confined to, the laws of the
Provinces of Ontario and Alberta and the federal laws of Canada applicable
in such provinces, each as at the date hereof.
(b) In expressing the opinions set out in paragraph 1, we have: (i) obtained
and relied upon a Certificate of Compliance dated December 17, 2003 issued
by Industry Canada in respect of the Company, and have assumed, with your
concurrence, that each such certificate evidences that the Company has not
been dissolved as of the date hereof.
(c) In expressing the opinion set out herein, we have not conducted any
searches of public records for the purpose of providing such opinion, and
our knowledge is limited entirely to an officer's certificate of the
Company certifying as to the nature of the legal or governmental
proceedings pending or threatened to which the Company is a party.
(d) The opinions expressed below are given as at the date hereof. We expressly
disclaim any obligation to advise those persons to whom this opinion is
addressed of any matters (including without limitation any facts or
circumstances or any subsequently enacted, published or reported laws,
regulations or judicial decisions having retroactive effect) which may come
to our attention after the date hereof and which may affect any of the
opinions set out herein.
(e) Reliance on these opinions after the date hereof must be on the assumption
that there has been no change in the law or in the facts on which the
opinions are based.
Assumptions
In the course of the foregoing investigations and examinations, we have assumed
the genuineness of all signatures, the legal capacity at all relevant times of
any natural persons signing any documents, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified or true copies or as reproductions
(including documents received by facsimile machine) and the accuracy of all
certificates of public officials and corporate officers.
Based on the foregoing and subject to the qualifications and limitations set
forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:
1. The Company has been incorporated under the laws of Canada, and has not
been dissolved and the Company has all the necessary corporate power and
authority to own property and to conduct business and to execute and
deliver, and to perform all its obligations under the Exchange Notes.
2. The Original Notes have been validly authorized and the Exchange Notes to
be issued in exchange for the Original Notes in accordance with the terms
of the Exchange Offer have been validly authorized by the Company.
This opinion is given solely for the use of the parties to whom it is addressed
and only in connection with the Exchange Offer and we hereby consent to the
filing of this opinion by Bracewell & Patterson, L.L.P., as part of the filing
of their Exhibit 5 to the Registration Statement, and the filing of this opinion
as an Exhibit 5 to the Registration Statement, with the United States Securities
and Exchange Commission. We also consent to the reference to our firm under the
heading "Validity of the Exchange Notes" in the Prospectus included in the
Registration Statement. By giving such consent, we do not admit that we are
experts with respect to any part of the Registration Statement, including any
Exhibit 5 wherein this opinion is included, within the meaning of the term
"expert" as used in the Securities Act or the rules or regulations thereunder.
Very truly yours,
BORDEN LADNER GERVAIS LLP
/s/ Borden Lander Gervais LLP
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