Exhibit 5.1
, 2005
Securities and Exchange Commission
100 F. Street
Washington, D.C. 20549
Re: Magellan Petroleum Corporation
Ladies and Gentlemen:
We have acted as counsel for Magellan Petroleum Corporation, a Delaware corporation (the
Company), in connection with the registration by the Company (the Registration)
of ___shares (the Shares) of the Companys common stock, par value $.01 per
share, as described in the Companys Registration Statement being filed on Form S-4 under the
Securities Act of 1933, as amended (the Registration Statement).
In connection with the following opinion, we have reviewed the Registration Statement and are
familiar with the action taken by the Company to date with respect to the approval and
authorization of the Registration. We have examined originals, or copies, certified or otherwise
authenticated to our satisfaction, of such corporate records of the Company, agreements and other
instruments, certificates of public officials, officers and representatives of the Company and such
other documents as we have deemed necessary as a basis for the opinion hereinafter expressed. We
are furnishing this opinion in connection with the filing of the Registration Statement.
Based upon the foregoing, we are of the opinion that, upon the effectiveness of the
Registration Statement, the shares of Common Stock proposed to be registered by the Company under
the Registration Statement will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the caption Legal Matters in the prospectus constituting a
part of the Registration Statement.
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Very truly yours, |
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MURTHA CULLINA LLP |
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By: |
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cc: Daniel T. Samela