Attached files
file | filename |
---|---|
8-K - FORM 8-K - Sooner Holdings, Inc. | c90975e8vk.htm |
EX-5.2 - EXHIBIT 5.2 - Sooner Holdings, Inc. | c90975exv5w2.htm |
EX-10.88 - EXHIBIT 10.88 - Sooner Holdings, Inc. | c90975exv10w88.htm |
EX-10.89 - EXHIBIT 10.89 - Sooner Holdings, Inc. | c90975exv10w89.htm |
EX-10.87 - EXHIBIT 10.87 - Sooner Holdings, Inc. | c90975exv10w87.htm |
Exhibit 5.1
Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
320 South Boston Avenue, Suite 200
Tulsa, OK 74103-3706
Telephone: (918) 594-0400
Facsimile: (918) 594-0505
320 South Boston Avenue, Suite 200
Tulsa, OK 74103-3706
Telephone: (918) 594-0400
Facsimile: (918) 594-0505
October 14, 2009
Syntroleum Corporation
5416 S. Yale, Suite 400
Tulsa, Oklahoma 74135
5416 S. Yale, Suite 400
Tulsa, Oklahoma 74135
Re: | Syntroleum Corporation; Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel for Syntroleum Corporation, a Delaware corporation (the Company),
and are rendering this opinion in connection with a prospectus supplement, dated October 14, 2009
(the Prospectus Supplement), relating to the Companys Registration Statement on Form S-3 (File
No. 333-157879)(the Registration Statement) filed by the Company with the Securities and Exchange
Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities
Act), with respect to (i) an initial offering of (a) 1,513,833 shares of the Companys common
stock, par value $.01 per share (the Common Stock), (b) a warrant representing rights to purchase
1,892,291 shares of the Companys common stock (the Warrant), and (c) 1,892,291 shares of the
Companys common stock issuable upon exercise of the Warrant (the Warrant Shares); and (ii) two
subsequent offerings of (a) up to an additional 3,027,665 shares of the Companys common stock, par
value $.01 per share (the Subsequent Closing Common Stock), (b) warrants representing rights to
purchase up to 125% of the Subsequent Closing Common Stock purchased (the Subsequent Closing
Warrants) and (c) the shares of the Companys common stock issuable upon exercise of the
Subsequent Closing Warrants (the Subsequent Closing Warrant Shares).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i)
the Registration Statement and the Prospectus Supplement, (ii) the Common Stock Purchase Warrant
filed as Exhibit 10.89 to the Current Report on Form 8-K of the Company filed on October 14, 2009,
(iii) the Certificate of Incorporation and Bylaws of the Company, each as amended to date and (iv)
such other certificates, statutes and other instruments and documents as we considered appropriate
for purposes of the opinions hereafter expressed. 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 examinations, we have assumed
the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents, certificates and records submitted to us as originals, the conformity to
authentic original documents, certificates and records of all documents, certificates and records
submitted to us as copies, the truthfulness of all statements of fact contained therein, and the
due authorization, execution and delivery of all documents where authorization, execution and
delivery are prerequisites to the effectiveness of such documents. In making our examination of
executed documents or documents to be executed, we have assumed that they constitute or will
constitute valid, binding and enforceable obligations of all parties thereto, other than the
Company.
Syntroleum Corporation
October 14, 2009
Page 2
October 14, 2009
Page 2
Our opinion herein is expressed solely with respect to the federal laws of the United States,
the laws of the State of Oklahoma, and to the limited extent set forth herein, the Delaware General
Corporation Law (the DGCL). We are not admitted to practice in the State of Delaware; however,
we are generally familiar with the DGCL as currently in effect, and have made such inquiries as we
considered necessary to render our opinion. Further, we note that the Warrant and Subsequent
Closing Warrants are governed by the laws of the State of Delaware. Accordingly, in rendering the
opinion expressed below, to the extent that the laws of the State of Delaware (other than the DGCL)
govern the matters as to which such opinion is expressed, we have relied solely upon the opinion of
Richards, Layton & Finger, P.A. We express no opinion as to whether the laws of any jurisdiction
are applicable to the subject matter hereof. We are not rendering any opinion as to compliance
with any federal or state law, rule or regulation relating to securities, or to the sale or
issuance thereof.
On the basis of the foregoing, we are of the opinion that (i) the Common Stock and the
Subsequent Closing Common Stock, when sold in accordance with the Registration Statement and the
Prospectus Supplement, will be duly authorized, validly issued, fully paid and non-assessable, (ii)
provided that the Warrant and Subsequent Closing Warrants, respectively, have been duly executed
and delivered by the Company and duly delivered to the purchaser thereof against payment therefor,
the Warrant and Subsequent Closing Warrants, respectively, when issued and sold as contemplated in
the Registration Statement and the Prospectus Supplement, will be a valid and legally binding
obligation of the Company, enforceable against the Company in accordance with their respective
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors rights generally and by
general equitable principles and limitations on availability of equitable relief, including
specific performance (regardless of whether such enforceability is considered in a proceeding at
law or in equity), and (iii) the Warrant Shares and the Subsequent Closing Warrant Shares, when
issued and delivered upon exercise of the Warrant and the Subsequent Closing Warrants,
respectively, in accordance with the terms thereof, will be duly authorized, validly issued, fully
paid and non-assessable.
Syntroleum Corporation
October 14, 2009
Page 3
October 14, 2009
Page 3
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference made to us under the caption Legal Opinions in the Prospectus Supplement
constituting part of the Registration Statement.
Very truly yours,
/s/ Hall, Estill, Hardwick, Gable,
Golden & Nelson, P.C.
Golden & Nelson, P.C.