Attached files
file | filename |
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S-1/A - Southfield Energy CORP | v169328_s1a.htm |
EX-4.1 - Southfield Energy CORP | v169328_ex4-1.htm |
EX-23.1 - Southfield Energy CORP | v169328_ex23-1.htm |
EX-10.6 - Southfield Energy CORP | v169328_ex10-6.htm |
EX-23.2 - Southfield Energy CORP | v169328_ex23-2.htm |
JACK
CHAPLINE VAUGHAN
Attorney at
Law
P.O.
Box
740043
Houston,
Texas
77274-0043
(713)
772-2934
December
16, 2009
Board of
Directors
Southfield
Energy Corporation
1240
Blalock Road, Suite 150
Houston,
Texas 77055
Re:
Opinion with respect to Three Year Notes of Southfield Energy Corporation
planned to be issued pursuant to S-1 Registration Statement and Trust
Indenture
Gentlemen:
By way of
introduction, I am an attorney licensed to practice law in the State of Texas
and in federal courts (in Texas and the United States Supreme Court) and am in
good standing. I am a sole practitioner attorney, authorized to practice before
the Securities and Exchange Commission and I have not been prohibited from
practicing before the SEC or any other regulatory organization or any court. I
am providing this opinion letter at the request of Southfield Energy Corporation
(sometimes referred to hereinafter as “the Company,” or “the
Registrant”).
I have
acted as counsel for the Registrant, a Nevada corporation whose principal place
of business is in Houston, Texas, with respect to assorted general and
securities matters and specifically most recently in connection with the
registration under the Securities Act of 1933, as amended, of notes designated
as Three Year Notes to be issued pursuant to the S-1 Registration Statement and
Trust Indenture to purchasers when the Registration Statement becomes effective.
Such Three Year Notes (“the Three Year Notes”) are as described in the amended
Registration Statement filed on the date hereof on Form S-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (together
with all amendments thereto) (the “Registration Statement”), proposed to be
distributed by the Registrant pursuant to the referenced Registration Statement
and Trust Indenture which constitute a Prospectus.
You have
requested my opinion regarding the legality of the Three Year Notes registered
pursuant to the Registration Statement. I have examined originals or copies,
certified to my satisfaction, of such records, agreements and other instruments
of the Company, certificates of public officials, certificates of the officers
or other representatives of the Company, and other documents, as deemed
necessary as a basis for the opinions hereinafter set forth. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon written factual representations of
officers and directors, including (but not limited to) statements contained in
the Registration Statement.
I am
familiar with applicable Nevada and Texas law and the Securites Act of 1933 and
applicable SEC Rules. I have reviewed again, in preparing this opinion,
pertinent provisions of the Securities Act of 1933 and the Trust Indenture Act
of 1939. My opinion is confined to Texas, Nevada, and United States
law.
I have
assumed the genuineness of all signatures on documents reviewed by or presented
to me, the legal capacity of natural persons, the authenticity of all items
submitted to me as originals and the conformity with originals of all items
submitted as copies.
Board of
Directors
Southfield
Energy Corporation
December
16, 2009
Page
Two
Customarily
understood disclaimers and understood limitations are omitted in accordance with
the Legal Opinion Principles issued by the Committee on Legal Opinions of the
American Bar Association’s Business Law Section, as published in 53 The Business
Lawyer 831 (May 1988). Based upon and subject to the foregoing as well as the
assumptions, conditions and limitations set forth herein, I am of the opinion
that the Three Year Notes have been duly authorized and, when issued in
accordance with the Registration Statement, will be legally issued, fully paid
and non-assessable, and will be a binding obligation of the
Registrant.
I hereby
consent to the reference to myself and my office in the “Legal Matters” section
of the Registration Statement and to the inclusion of this opinion as Exhibit
5.1 to the Registration Statement.
Respectfully
yours,
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/s/
Jack Chapline Vaughan
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Jack
Chapline Vaughan
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