Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Texas Standard Oil Company 101 474K
2: EX-2.1 Purchase and Sale Agreement 23 80K
3: EX-3.1 Articles of Incorporation 4 12K
4: EX-3.2 Articles of Amendment of Articles of Incorporation 7 20K
5: EX-3.3 Amended and Restated Bylaws 12 42K
6: EX-5.1 Opinion of Haynes and Boone, LLP 3 13K
7: EX-10.1 Promissory Note to Roberson Oil Company 2 11K
8: EX-10.3 2002 Equity Incentive Plan 17 85K
9: EX-23.2 Consent of Hein & Associates LLP 1 7K
10: EX-23.3 Consent of Ryder Scott Company, L.P. 1 7K
11: EX-99.1 Form of Letter to Record Holders 2± 8K
12: EX-99.2 Form of Letter to Clients 2 11K
13: EX-99.3 Form of Letter of Transmittal 8 41K
EX-5.1 — Opinion of Haynes and Boone, LLP
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EXHIBIT 5.1
January 9, 2002
Texas Standard Oil Company
6371 Richmond Avenue
Houston, Texas 77057
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Texas Standard Oil Company, a Texas
corporation (the "Company"), in connection with the preparation for filing with
the Securities and Exchange Commission of a Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to (i) 706,765 shares of Common Stock
("Common Stock") to be exchanged with record holders who own at least 2,000
units (the "Units") of the Freeport-McMoRan Oil and Gas Royalty Trust (the
"Trust"); (ii) Warrants to purchase 42,003 shares of Common Stock ("Warrants",
and together with the Common Stock, the "Securities") to be exchanged with
record holders holding fewer than 2,000 Units of the Trust; and (iii) 42,003
shares of Common Stock issuable upon exercise of the Warrants. The terms of the
offer to exchange are described in the Registration Statement. In connection
with the Registration Statement certain legal matters in connection with the
Securities are being passed upon for you by us.
In our capacity as your counsel in the connection referred to above, we
have examined (i) the Articles of Incorporation and Bylaws of the Company, each
as amended to date (together, the "Charter Documents"), and (ii) the originals,
or copies certified or otherwise identified, of corporate records of the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents as a basis for the opinions
hereafter expressed.
We have relied upon the accuracy of facts and information set forth in
all such documents and assumed the genuineness and authenticity of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies and the authenticity of the originals from which all
such copies were made and the due authorization, execution, delivery or
Texas Standard Oil Company
January 9, 2002
Page 2
recordation of all documents where due authorization, execution, delivery or
recordation are prerequisites to the effectiveness thereof.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) all Securities will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner stated in the Registration Statement; (iii) any securities issuable upon
conversion, exchange, redemption or exercise of any Securities being offered
will be duly authorized, created and, if appropriate, reserved for issuance upon
such conversion, exchange, redemption or exercise; and (iv) with respect to
shares of Common Stock offered, there will be sufficient shares of Common Stock
authorized under the Company's Charter Documents and not otherwise reserved for
issuance.
Based upon and subject to the foregoing, we are of the opinion that:
1. With respect to shares of Common Stock, when (i) the Units are validly
exchanged by the Company for shares of Common Stock, or (ii) the
Warrants are properly exercised, the shares of Common Stock will be
duly authorized, validly issued, fully paid and non-assessable.
2. With respect to Warrants, when the Units are validly exchanged by the
Company for Warrants, the Warrants will be duly authorized and validly
issued and will constitute legal, valid and binding obligations of the
Company.
The foregoing opinions are limited to the laws of the United States of
America and to the Texas Corporation Laws.
Texas Standard Oil Company
January 9, 2002
Page 3
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1
to the Registration Statement. We also consent to the reference to our Firm
under the heading "Legal Matters" in the Prospectus forming a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Sincerely,
/s/ HAYNES AND BOONE, LLP
-------------------------
Haynes and Boone, LLP
Dates Referenced Herein and Documents Incorporated by Reference
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