Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
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1: S-4/A Pre-Effective Amendment to Registration of HTML 3.36M
Securities Issued in a
Business-Combination Transaction --
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9: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 40K
10: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 9K
2: EX-5.1 Opinion re: Legality HTML 12K
3: EX-8.1 Opinion re: Tax Matters HTML 14K
4: EX-23.2 Consent of Experts or Counsel HTML 8K
6: EX-23.4 Consent of Experts or Counsel HTML 8K
5: EX-24.3 Power of Attorney -- ex233 HTML 9K
7: EX-99.1 Miscellaneous Exhibit HTML 32K
8: EX-99.2 Miscellaneous Exhibit HTML 87K
This firm
has acted as counsel to Delta Oil & Gas, Inc., a Colorado corporation (the
“Company”), in
connection with its registration statement on Form S-4 (the “Registration Statement”), to
be filed with the Securities and Exchange Commission on the date hereof relating
to the proposed offer (the “Exchange Offer”) by the
Company to acquire outstanding common stock of The Stallion Group, a Nevada
corporation ("Stallion"), in exchange for a combination of cash and common
shares of the Company. This opinion letter is furnished to you at your
request to enable you to fulfill the requirements of Item 601(b)(8) of
Regulation S-K, 17 C.F.R. §229.601(b)(8), in connection with the
Registration Statement. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings set forth in the prospectus
(the “Prospectus”)
included as part of the Registration Statement.
This
opinion letter is based as to matters of law solely on the United States
Internal Revenue Code of 1986, as amended, its legislative history, judicial
authority, current administrative rulings and practice, and existing and
proposed Treasury Regulations, all as in effect and existing on the date hereof
(collectively, “federal income tax law”). These provisions and interpretations
are subject to changes, which may or may not be retroactive in effect, that
might result in material modifications of our opinion. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances. Our opinion
does not foreclose the possibility of a contrary determination by the Internal
Revenue Service (the “IRS”) or a court of competent jurisdiction, or of a
contrary position by the IRS or the Treasury Department in regulations or
rulings issued in the future. In this regard, although we believe that our
opinion set forth herein will be sustained if challenged, an opinion of counsel
with respect to an issue is not binding on the IRS or the courts, and is not a
guarantee that the IRS will not assert a contrary position with respect to such
issue or that a court will not sustain such a position asserted by the IRS.
In
rendering the following opinion, we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including (but not limited to) a Letter
of Representations In Support Of Tax Opinion Letter, issued to us by the
Company, and the Registration Statement.
In our
review, we have assumed that (i) all of the representations and statements
set forth in such documents are true and correct (and representations and
statements made “to the knowledge of,” or based on the belief of, the Company or
similarly qualified are true and correct without such qualification),
(ii) the Company will take such actions as the Prospectus states it
“intends” or “expects” to take, and (iii) all of the obligations imposed by
any such documents on the parties thereto have been and will continue to be
performed or satisfied in accordance with their terms. We also have assumed the
genuineness of all signatures, the proper execution of all documents, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies). This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
For purposes of rendering
our opinion, we have not made an independent investigation of the facts set
forth in any of the above-referenced documents, including the Prospectus. We
have consequently relied upon representations and information presented in such
documents.
Based upon,
and subject to, the foregoing, we are of the opinion that the material U.S.
federal income tax consequences to shareholders who exchange their Stallion
common shares for a combination of cash and common shares in the Company
pursuant to the Offer are as described in the section of the Prospectus under
the heading “Material U.S. Federal Income Tax Considerations,” subject to the
assumptions, caveats and conditions set forth in that section.
We assume
no obligation to advise you of any changes in the foregoing subsequent to the
effective date of the Registration Statement. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise referred to, nor filed with or furnished to, any other
governmental agency or other person or entity without the prior written consent
of this firm.
We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
