Attached files
| file | filename |
|---|---|
| S-1 - REGISTRATION STATEMENT FOR BRENHAM - Africa Growth Corp | bogs1.htm |
| EX-3.2 - BYLAWS - Africa Growth Corp | bylaws.htm |
| EX-4.1 - SPECIMEN STOCK CERTIFICATE - Africa Growth Corp | stkcert.htm |
| EX-23.1 - CONSENT OF GBH CPAS, PC - Africa Growth Corp | consentgbh.htm |
| EX-2.1 - SEPARATION AND DISTRIBUTION AGREEMENT - Africa Growth Corp | sepanddist.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - Africa Growth Corp | artofincorp.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - Africa Growth Corp | subs.htm |
| EX-23.2 - CONSENT OF THOMAS CRAFT, JR. P.L. - Africa Growth Corp | consentcraft.htm |
Exhibit 5.1
Thomas J. Craft, Jr., P.L.
Attorney at Law
5420 North Ocean Drive, Suite 2102
Singer Island, FL 33404
Tel: 561-317-7036 – Fax: 561-848-2279
September 21, 2010
Brenham Oil & Gas Corp.
Daniel Dror, Chairman and Chief Executive Officer
601 Cien Street-Suite 235
Kemah, TX 77565
Re: Brenham Oil & Gas Corp.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as counsel for Brenham Oil & Gas Corp., a Nevada corporation (the “Company”) in connection with the preparation of a registration statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission on September 20, 2010, including any and all subsequent amendments to the Registration Statement as filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statements relates to the proposed public offering of up to 10,297,019 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for resale by those stockholders of the Company that received the Common Stock as a dividend distribution by American International Industries, Inc., the Company’s parent (“American”), to American’s stockholders (collectively, the “Selling Stockholders”).
In connection with this opinion, I have made such investigations and examined such records, including: (i) the Registration Statement; (ii) the Company’s Articles of Incorporation, as amended; (iii) such corporate minutes as I deemed necessary to the performance of my services and to give this opinion; and (iv) such other instruments, documents and records as I have deemed relevant and necessary to examine for the purpose of this opinion. I have reviewed the corporate proceedings of the Company with respect to the authorization of the issuance of the shares of Common Stock. I have also examined and am familiar with the originals or copies, certified or otherwise identified to my satisfaction, of such other documents, corporate records and other instruments as I have deemed necessary for the preparation of this opinion. In expressing this opinion I have relied, as to any questions of fact upon which my opinion is predicated, upon representations and certificates of the officers of the Company.
In giving this opinion I have assumed: (i) the genuineness of all signatures and the authenticity and completeness of all documents submitted to me as originals; and (ii) the conformity to originals and the authenticity of all documents supplied to me as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents.
I am providing this opinion to you in accordance with Item 601(b)(5) of Regulation S-K promulgated under the Act for filing as Exhibit 5.1 to the Registration Statement. The opinions herein are limited to the Federal laws of the United States of American and the corporate law of the State of Nevada, including all applicable statutory provisions of law and the reported judicial decisions interpreting these laws in effect as of the date of effectiveness of this Registration Statement. I do not express any opinion concerning any law of any other jurisdiction or the local laws of any jurisdiction.
Based upon the foregoing, I am of the opinion that the shares of Common Stock held by the Selling Stockholders are validly issued, fully paid and non-assessable and that when sold by the Selling Stockholders under the Registration Statement will continue to be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus constituting a part thereof in connection with the matters referred to under the caption “Legal Matters.”
Yours truly,
/s/ Thomas J. Craft, Jr., P.L.
Thomas J. Craft, Jr., P.L.