Attached files
| file | filename |
|---|---|
| 8-K - FAR EAST ENERGY CORP | v194784_8-k.htm |
| EX-99.1 - FAR EAST ENERGY CORP | v194784_ex99-1.htm |
| EX-10.1 - FAR EAST ENERGY CORP | v194784_ex10-1.htm |
Exhibit
5.1
August 20,
2010
Far East
Energy Corporation
363 N.
Sam Houston Parkway East
Suite
380
Houston,
TX 77060
Ladies
and Gentlemen:
In
connection with the issuance by Far East Energy Corporation, a Nevada
corporation (the “Company”), of up to an aggregate of 150,375,000 shares of
its common stock, par value $.001 per share (“Common Stock”) pursuant
to (i) its Registration Statement on Form S-3 (Registration
No. 333-162019) (the “Registration Statement”), which was filed by the
Company with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), and (ii) the related
prospectus dated November 4, 2009, as supplemented by the prospectus supplement
or supplements relating to the sale dated August 20, 2010 (as so supplemented,
the “Prospectus”), as filed by the Company with the Commission pursuant to Rule
424(b)(2) under the Act, certain legal matters with respect to the Shares are
being passed upon for the Company by us as special Nevada corporate counsel. At
your request, this opinion is being furnished to you for filing as Exhibit 5.1
to the Company’s Current Report on Form 8-K to be filed with the Commission on
the date hereof (the “Form 8-K”). The shares of Common Stock to be
issued at the Closing of the Placement Agency Agreement (the “Placement Agency
Agreement”) between the Company and Macquarie Capital (USA) Inc. dated August
20, 2010 among the Company are hereinafter referred to as the
“Shares.”
In
connection with this opinion letter, we have examined and relied upon copies of
the following documents, together with such other documents as we deemed
necessary or advisable to render the opinions herein expressed:
i. The
articles of incorporation and bylaws of the Company as are currently in
effect.
ii. A
certificate of the Company as to certain factual matters, including adoption of
certain resolutions of the board of directors.
iii. The
form of the Placement Agency Agreement.
In our
examinations we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, and the conformity to original documents and completeness of all
documents submitted to us as certified or photostatic, facsimile or electronic
copies and the authenticity of the originals of such certified or copied
documents. We have further assumed that the Placement Agency Agreement has been
duly executed and delivered by Macquarie Capital (USA) Inc. and is valid and
legally binding on the parties. As to certain matters expressed herein, we have
relied upon and assumed the accuracy and completeness of certificates and
reports of various state authorities and public officials and of the
Company.
Far East
Energy Corporation
August
20, 2010
Page
2
We are
admitted to the Bar of the State of Nevada, and in rendering our opinions
hereinafter stated, we have relied on the applicable laws of the State of
Nevada, as those laws presently exist and as they have been applied and
interpreted by courts having jurisdiction within the State of
Nevada. We are not members of the Bar of any state other than the
State of Nevada, and, therefore, except for the laws of the State of Nevada, we
express no opinion as to the laws of any other state, federal laws of the United
States of America, or other jurisdiction.
Based
upon the foregoing and in reliance thereon and subject to the assumptions
exceptions, qualifications and limitations set forth herein, we are of the
opinion that:
The
Shares have been duly authorized, and when issued and delivered against payment
of the purchase price therefor in accordance with the Placement Agency Agreement
and the Prospectus, will be validly issued, fully paid and
nonassessable.
This
opinion letter speaks as of its date. We disclaim any express or
implied undertaking or obligation to advise of any subsequent change of law or
fact (even though the change may affect the legal analysis or a legal conclusion
in this opinion letter). This opinion letter is limited to the
matters set forth herein, and no opinion may be inferred or implied beyond the
matters expressly stated herein. We consent to the filing of this
opinion letter as an exhibit to the Form 8-K and the reference to our firm under
the heading “Legal Matters” in the Prospectus.
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Very
truly yours,
/s/
COPPEDGE EMMEL & KLEGERMAN PC
COPPEDGE
EMMEL & KLEGERMAN PC
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