Attached files
| file | filename |
|---|---|
| S-1 - La Cortez Energy, Inc. | v165061_s1.htm |
| EX-23.3 - La Cortez Energy, Inc. | v165061_ex23-3.htm |
| EX-23.2 - La Cortez Energy, Inc. | v165061_ex23-2.htm |
EXHIBIT
5.1
[GOTTBETTER
& PARTNERS, LLP, LETTERHEAD]
November
6, 2009
To the
Board of Directors
La Cortez
Energy, Inc.
Calle 67
#7-35 Oficina 409
Bogotá,
Colombia
|
Re:
|
La
Cortez Energy, Inc.
|
|
Registration
Statement on Form S-1
|
Gentlemen:
We are
acting as counsel to La Cortez Energy, Inc., a Nevada corporation (the
“Company”), in connection with the filing with the Securities and Exchange
Commission (the “Commission”), under the Securities Act of 1933, as amended (the
“Securities Act”), a Registration Statement on Form S-1 (the “Registration
Statement”), relating to the offer and sale pursuant to the Registration
Statement, by the Selling Stockholders identified in the Registration Statement,
of up to 9,039,800 issued and outstanding shares (the “Shares”) of common stock,
par value $0.001 per share (“Common Stock”), of the Company and 2,067.400 shares
of Common Stock to be issued upon the exercise of outstanding warrants (the
“Warrant Shares”).
You have
requested our opinion as to the matters set forth below in connection with the
issuance or proposed issuance of the Shares and the Warrant Shares. For purposes
of rendering this opinion, we are familiar with the Registration Statement, and
we have examined the Company’s Restated Articles of Incorporation, as amended to
date, the Company’s Bylaws, as amended to date, and corporate actions of the
Company that provide for the issuances of the Shares and the Warrant Shares. We
have also examined such other documents, certificates, instruments and corporate
records, and such statutes, decisions and questions of law as we have deemed
necessary or appropriate for the purpose of this opinion. We have examined and
relied upon certificates of public officials.
Based
upon and subject to the foregoing, it is our opinion that (i) the Shares to be
offered by the Selling Stockholders have been duly authorized for issuance by
the Company and are validly issued, fully paid and non-assessable and (ii) the
Warrant Shares to be offered by the Selling Stockholders have been duly
authorized for issuance by the Company and, when issued, will be validly issued,
fully paid and non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof. In giving our consent we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations thereunder.
Very
truly yours,
/s/
Gottbetter & Partners, LLP