Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 2 TO REGISTRATION STATEMENT - MNP Petroleum Corp | forms1a.htm |
| EX-23.1 - CONSENT OF DELOITTE AG - MNP Petroleum Corp | exhibit23-1.htm |
| EX-23.2 - CONSENT OF BDO VISURA INTERNATIONAL AG - MNP Petroleum Corp | exhibit23-2.htm |
| EX-99.1 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION - MNP Petroleum Corp | exhibit99-1.htm |
 |
James M. Halley Q.C., 2 | Derek J. Mullan, Q.C. | R. Stuart Wells |
| M. Douglas Howard | W.W. Lyall D. Knott, Q.C. | William A. Ruskin, 1 | |
| Patrick A. Williams | Alexander Petrenko | Bernard Pinsky, 5 | |
| Roy A. Nieuwenburg | William C. Helgason | William D. Holder | |
| Nigel P. Kent, 1 | Douglas W. Lahay | David W. Kington | |
| Diane M. Bell | Anne L.B. Kober | R. Brock Johnston | |
| Neil P. Melliship | Kenneth K.C. Ing, 14, 15 | Darren T. Donnelly | |
| Mark S. Weintraub | Kevin J. MacDonald | Don C. Sihota | |
| R. Barry Fraser | James A. Speakman | Ethan P. Minsky, 7, 8, 10 | |
| Brock H. Smith | Nicole M. Byres | Peter Kenward | |
| D. Lawrence Munn, 9 | John C. Fiddick | R. Glen Boswall | |
| Virgil Z. Hlus, 5 | Stewart L. Muglich, 9 | Samantha Ip | |
| Jonathan L.S. Hodes, 1, 6 | Mark J. Longo, 3 | Aaron B. Singer | |
| L.K. Larry Yen, 11 | Amy A. Mortimore | Jane Glanville | |
| Brent C. Clark | Conrad Y. Nest, 11 | Richard T. Weiland | |
| Allyson L. Baker, 3 | Warren G. Brazier, 5 | Veronica P. Franco | |
| Krista Prockiw | Jeffrey F. Vicq, 4 | C. Michelle Tribe | |
| James T. Bryce | Jonathan C. Lotz, 9 | Cam McTavish | |
| Valerie S. Dixon | Satinder K. Sidhu | Steven M. Donley, 13 | |
| Tasha L. Coulter | Kari Richardson | Vikram Dhir, 1 | |
| Adam M. Dlin | Rina J. Jaswal | Sarah W. Jones | |
| Anna D. Sekunova | Jun Ho Song, 5, 9, 12 | Michal Jaworski | |
| Parveen B. Esmail | Shauna K.H. Towriss | Kyle M. Wilson | |
| Jennifer R. Loeb | Heather M. Hettiarachchi | Eric T. Pau | |
| May 5, 2010 |
Pratibha Sharma | Angela M. Blake | Seva Batkin |
| David A. Hunter | Matthew R. Ely |
| BY EMAIL Manas Petroleum Corporation Bahnhofstrasse 9 6341 Baar Switzerland |
Associate Counsel: Michael J. Roman | ||
| Certain lawyers have been admitted to practice in one or more of the following jurisdictions as indicated beside each name: | |||
| Canada 1 Alberta 2 Manitoba 3 Ontario 4 Saskatchewan |
United States 5 California 6 Colorado 7 District of Columbia 8 Florida 9 New York 10 Virginia 11 Washington 12 Nevada |
International 13 Australia 14 Hong Kong 15 United Kingdom |
|
| Attention: | Erik Herlyn, President and Chief Executive Officer | |
| Dear Sirs: | ||
| Re: |
Manas Petroleum Corporation – Registration Statement on Form S-1/A | |
We have acted as special counsel to Manas Petroleum Corporation (the “Company”), a Nevada corporation, in connection with the preparation of a registration statement on Form S-1/A (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of up to 6,605,933 shares (the “Registered Shares”) of the Company’s common stock, consisting of 2,605,933 shares that are currently outstanding and 4,000,000 shares that may be issued upon exercise of the warrants by certain selling stockholders named in the Registration Statement.
In connection with this opinion, we have reviewed:
| (a) |
the Articles of Incorporation of the Company; | |
| (b) |
the Bylaws of the Company; | |
| (c) |
resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares; | |
| (d) |
the Registration Statement; | |
| (e) |
the Prospectus (the “Prospectus”) constituting a part of the Registration Statement; and | |
| (f) |
such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinion expressed herein. |
| HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com |
| Some lawyers at Clark Wilson LLP practice through law corporations. |
- 2 -
We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon the statements or certificates of officers or representatives of the Company.
Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that those of the Registered Shares:
-
that are currently outstanding have been duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company; and
-
that may be issued upon exercise of the warrants, once issued in accordance with the terms of the warrants, including payment of the exercise price, will be duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company.
This opinion letter is opining upon and is limited to the current federal laws of the United States and the laws of the State of Nevada, including the statutory provisions, all applicable provisions of the Nevada constitution, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the discussion of this opinion in the Prospectus, and to our being named in the Registration Statement.
Yours truly,
/s/ Clark Wilson LLP
cc: United States Securities and Exchange Commission