Attached files
file | filename |
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8-K - FORM 8-K - AMERICAN OIL & GAS INC | d70470e8vk.htm |
EX-1.1 - EX-1.1 - AMERICAN OIL & GAS INC | d70470exv1w1.htm |
EX-99.1 - EX-99.1 - AMERICAN OIL & GAS INC | d70470exv99w1.htm |
EX-10.1 - EX-10.1 - AMERICAN OIL & GAS INC | d70470exv10w1.htm |
Exhibit 5.1
December 18, 2009 |
American Oil & Gas Inc.
1050 17th Street, Suite 2400
Denver, CO 80265
1050 17th Street, Suite 2400
Denver, CO 80265
Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to American Oil & Gas Inc., a Nevada corporation (the Corporation),
in connection with the preparation and filing with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the Securities
Act), of a prospectus supplement, dated December 18, 2009 (the Prospectus Supplement), to the
prospectus dated May 4, 2009 (the Base Prospectus, and together with the Prospectus Supplement,
the Prospectus), included as part of the Registration Statement (File No. 333-155810) on Form S-3
(the Registration Statement) filed by the Corporation under the Securities Act. The Prospectus
relates to the offering by the Corporation of up to 9,000,000 shares of common stock, $0.001 par
value per share (the Common Stock), of the Corporation. The shares will be sold pursuant to
stock purchase agreements dated December 17, 2009 (collectively, the Purchase Agreements).
We have examined such documents and records as we deemed appropriate, including the following:
(i) | The Registrants Articles of Incorporation, as amended. | ||
(ii) | The Registrants Bylaws. | ||
(iii) | Resolutions duly adopted by the Board of Directors of the Registrant authorizing the Common Stock offering. | ||
(iv) | The Registration Statement and exhibits thereto. | ||
(v) | The Base Prospectus. | ||
(vi) | The Prospectus Supplement. | ||
(vii) | The Purchase Agreements. |
In the course of our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In making our examination
of documents executed by parties other than the Corporation, we have assumed that such parties had
the power, corporate or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity, binding effect and enforceability
thereof on such parties.
American Oil & Gas Inc.
December 18, 2009
Page 2
December 18, 2009
Page 2
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated
herein, we are of the opinion that:
The shares, when issued and delivered by the Corporation against payment
therefore in accordance with the Purchase Agreements, will be validly issued,
fully paid and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the State of Nevada. We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the
reference to our firm under the caption Legal Matters contained in the Prospectus included
therein.
Very truly yours, |
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/s/ Patton Boggs LLP | ||||