Attached files
| file | filename |
|---|---|
| S-1 - Offshore Petroleum Corp. | v171578_s1.htm |
| EX-3.7 - Offshore Petroleum Corp. | v171578_ex3-7.htm |
| EX-3.2 - Offshore Petroleum Corp. | v171578_ex3-2.htm |
| EX-3.6 - Offshore Petroleum Corp. | v171578_ex3-6.htm |
| EX-3.5 - Offshore Petroleum Corp. | v171578_ex3-5.htm |
| EX-3.4 - Offshore Petroleum Corp. | v171578_ex3-4.htm |
| EX-3.3 - Offshore Petroleum Corp. | v171578_ex3-3.htm |
| EX-3.1 - Offshore Petroleum Corp. | v171578_ex3-1.htm |
| EX-10.3 - Offshore Petroleum Corp. | v171578_ex10-3.htm |
| EX-23.1 - Offshore Petroleum Corp. | v171578_ex23-1.htm |
| EX-10.4 - Offshore Petroleum Corp. | v171578_ex10-4.htm |
| EX-10.5 - Offshore Petroleum Corp. | v171578_ex10-5.htm |
| EX-10.2 - Offshore Petroleum Corp. | v171578_ex10-2.htm |
| EX-10.1 - Offshore Petroleum Corp. | v171578_ex10-1.htm |
January
20, 2010
Offshore
Petroleum Corp.
110 East
Broward Boulevard, Suite 1700
Ft.
Lauderdale, FL 33301
Ladies
& Gentlemen:
We have acted as counsel to Offshore
Petroleum Corp., a Delaware Corporation (formerly known as Enviroclens Inc.)
(the “Company”) in connection with the registration of shares of its common
stock on behalf of certain shareholders identified in the registration statement
of the Company on Form S-1 (the “Registration Statement”).
The opinions set forth in this letter,
whether or not qualified by the phrase “to our knowledge,” are subject to the
following qualifications, limitations and exceptions, and are based solely on
our review, as submitted to us, of the following:
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A.
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The
following certificates and organizational documents of the
Company:
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1.
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Certificate
of Incorporation of the Company dated September 7, 1999, with the filing
stamp of New York Secretary of State dated September 9,
1999;
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2.
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Annulment
of Dissolution of the Company with the filing stamp of the New York
Secretary of State dated December 13,
2006;
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3.
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Certificate
of Conversion from a Non-Delaware Corporation to a Delaware Corporation,
dated January 22, 2007, with the filing stamp of the Delaware Secretary of
State dated January 23, 2007;
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4.
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The
reconstituted Minute Book of the
Company;
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5.
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A
Certificate of J. Paul Hines dated February 22, 2007 as to the accuracy of
the Minute Book of the Company;
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6.
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By-Laws
of the Company adopted as of September 10,
1999;
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January
20, 2010
Page
2
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7.
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Certificate
of Amendment to the Certificate of Incorporation of the Company dated May
9, 2007 with the filing stamp of the Delaware Secretary of State dated May
18, 2007 which changed the name of the
Company;
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8.
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Certificate
of Amendment to the Certificate of Incorporation of the Company dated
September 8, 2008 and with the filing stamp of the Delaware Secretary of
State dated February 18, 2009, which changed the capitalization of the
Company; and
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9.
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The
Certificate of the Secretary of State of Delaware dated January 14, 2010
certifying that the Company is a corporation in good
standing.
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B.
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Such
review of published sources of law as we have deemed necessary based
solely upon our review of the items listed in subparagraph A (such items
being the “Reviewed Documents”).
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Other than our review of the Reviewed
Documents and those files in our offices relative to matters with respect to
which we have represented or represent the Company, we have made no inquiry or
other investigation as to any factual matter.
We have assumed without any inquiry or
other investigation (a) the legal capacity of each natural person, (b) the
payment of all required filing or recording fees and taxes, (c) the genuineness
of each signature (including signatures on facsimile copies), the completeness
of each document submitted to us, the authenticity of each document submitted to
us as an original, the conformity to the original of each document submitted to
us as a copy and the authenticity of the original of each document submitted to
us as a copy and (d) the truthfulness of each representation (including the
signature as an officer and/or director of a corporation), warranty,
certification or statement as to any factual matter contained in any of the
Reviewed Documents.
We are members of the bar of the State
of New York and we are familiar with the Delaware Corporation Law. The opinions
expressed herein concern only such provisions of the Delaware Corporation Law,
as currently in effect.
Subject to the qualifications,
limitations and exceptions set forth in this letter, it is our opinion
that:
January
20, 2010
Page
31. The
Company is a corporation duly formed and validly existing under the laws of the
State of Delaware.
2. The
common shares of the Company covered by the Registration Statement, have been
duly authorized and validly issued by the Company and are fully paid and
non-assessable.
We
consent to the inclusion of this letter in the Company’s Registration Statement
as an exhibit and to the reference to our firm as legal counsel in the
Registration Statement. This letter speaks as of the date hereof and
we disclaim any obligation to update it.
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Very
truly yours,
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KAVINOKY
COOK LLP
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By:
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/s/
Jonathan Gardner
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Jonathan
Gardner
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For
the Firm
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