Attached files
| file | filename |
|---|---|
| S-1/A - Southfield Energy CORP | v172604_s1a.htm |
| EX-10.6 - Southfield Energy CORP | v172604_10-6.htm |
| EX-23.1 - Southfield Energy CORP | v172604_ex23-1.htm |
| EX-23.2 - Southfield Energy CORP | v172604_ex23-2.htm |
JACK
CHAPLINE VAUGHAN
ATTORNEY
AT LAW
P.O. BOX 740043 HOUSTON, TEXAS 77274-0043
(713) 772-2934
January
28, 2010
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”) 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 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 Securities 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.
1
Board of
Directors
Southfield
Energy Corporation
January
28, 2010
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
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” Statement and to
the inclusion of this opinion as Exhibit 5.1 to the Registration
Statement.
Respectfully
yours,
Jack
Chapline
Vaughan, Esq.
Jack
Chapline Vaughan
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