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Atlas Resources Public #16-2007 Program, et al. – IPO: ‘S-1/A’ on 1/16/07 – EX-5

On:  Tuesday, 1/16/07, at 5:16pm ET   ·   Accession #:  1125282-7-276   ·   File #s:  333-138068, -01, -02

Previous ‘S-1’:  ‘S-1’ on 10/18/06   ·   Next:  ‘S-1/A’ on 2/23/07   ·   Latest:  ‘S-1/A’ on 3/15/07   ·   Referenced via Accession #:  By:  SEC – ‘UPLOAD’ on 2/7/07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/16/07  Atlas Resources Public #..Program S-1/A                 20:9.0M                                   Bowne & C..Smartedgar/FA
          Atlas Resources Public #16-2007 (A) L.P.
          Atlas Resources Public #16-2007 (B) L.P.

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   3.40M 
                          (General Form)                                         
 2: EX-1.(A)    Underwriting Agreement                              HTML    301K 
 3: EX-4.(D)    Instrument Defining the Rights of Security Holders  HTML     15K 
 4: EX-4.(E)    Instrument Defining the Rights of Security Holders  HTML     15K 
 5: EX-5        Opinion re: Legality                                HTML     19K 
 6: EX-8        Opinion re: Tax Matters                             HTML     80K 
 7: EX-10       Material Contract                                   HTML     54K 
 8: EX-10.(H)(1)  Material Contract                                 HTML     30K 
 9: EX-10.(H)(2)  Material Contract                                 HTML     26K 
10: EX-10.(H)(3)  Material Contract                                 HTML     48K 
11: EX-10.(O)   Material Contract                                   HTML     52K 
12: EX-10.(Q)   Material Contract                                   HTML    121K 
13: EX-10.(R)   Material Contract                                   HTML     37K 
14: EX-10.(S)   Material Contract                                   HTML     76K 
15: EX-10.(T)   Material Contract                                   HTML     33K 
16: EX-10.(U)   Material Contract                                   HTML     35K 
17: EX-10.(W)   Material Contract                                   HTML   1.05M 
18: EX-10.(X)   Material Contract                                   HTML     55K 
19: EX-23.(A)   Consent of Experts or Counsel                       HTML     12K 
20: EX-24       Power of Attorney                                   HTML     16K 

EX-5   —   Opinion re: Legality

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Prepared and filed by St Ives Financial  
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Exhibit 5





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Telephone (405) 942-3501

Fax (405) 942-3527

Exhibit 5

January 16, 2007

Atlas Resources, LLC

311 Rouser Road

Moon Township, Pennsylvania 15108





You have requested our opinion on certain issues pertaining to Atlas Resources Public #16-2007 Program (the “Program”), which is a series of up to two limited partnerships formed under the Limited Partnership Laws of Delaware. Atlas Resources, LLC, a Pennsylvania limited liability company, will be the Managing General Partner of each Partnership.

Basis of Opinion

Our opinion is based on our review of a certain Registration Statement on Form S-1 and all amendments thereto, including any additional pre-effective or post-effective amendments, for the Program (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”), including the Prospectus and the Form of Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Public #16-2007(A) L.P. [Form of Amended and Restated Certificate and Agreement of Limited Partnership for Atlas Resources Public #16-2007(B) L.P.] (the “Partnership Agreement”), the Form of Subscription Agreement and the Form of Drilling and Operating Agreement for Atlas Resources Public #16-2007(A) L.P. [Atlas Resources Public #16-2007(B) L.P.] contained therein, and on our review of such other documents and records as we have deemed necessary to review for purposes of rendering our opinion. As to various questions of fact material to our opinion which we have not independently verified, we have relied on certain representations made to us by officers and directors of the Managing General Partner.

In rendering the opinion herein provided, we have assumed each subscriber has paid the consideration specified in the subscriber’s Subscription Agreement and the due execution and delivery of all relevant documents by all parties thereto.

As used in our opinion, the term “Units” includes the Limited Partner Units, the Investor General Partner Units and the limited partner units into which the Investor General Partner Units will be converted as described in the Registration Statement.

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Kunzman & Bollinger, Inc.

Atlas Resources, LLC

January 16, 2007

Page 2


Based on the foregoing, we are of the opinion that:

The Units, when issued and sold in accordance with the Registration Statement, as amended at the time it becomes effective with the Commission, and on the filing with the Delaware Secretary of State of a certificate of the respective Partnership Agreement for the Partnership to which the respective Units relate, or an appropriate amendment or amendments to the Partnership Agreement, reflecting the admission of the subscribers for Investor General Partner Units as additional general partners to the Partnership or, thereafter, the conversion of the Investor General Partners to Limited Partners, in accordance with Delaware law, and when issued against payment for the Investor General Partner Units as contemplated by the Prospectus and each Partnership Agreement, will be validly issued and fully paid and nonassessable, except that with respect to non-assessibility the Managing General Partner may call for additional Capital Contributions from the Investor General Partners, including Investor General Partners who have been converted to Limited Partners, in a Partnership if necessary to pay that Partnership’s obligations or liabilities:


which arose before the conversion of the Investor General Partners to Limited Partners and for which the Investor General Partners are liable because of their status as general partners of the Partnership at the time the obligations and liabilities arose; and


which exceed the Partnership’s assets, insurance proceeds from any source, and the Managing General Partner’s indemnification of the Investor General Partners from any liability incurred in connection with the Partnership which is in excess of the Investor General Partners’ interest in the Partnership’s undistributed net assets and insurance proceeds.

We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the reference to this firm in the Prospectus included in the Registration Statement.





Yours very truly,



/s/ Kunzman & Bollinger, Inc.





Dates Referenced Herein

Referenced-On Page
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Filing Submission 0001125282-07-000276   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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