Attached files
| file | filename |
|---|---|
| S-1/A - Offshore Petroleum Corp. | v206608_s1a.htm |
| EX-3.9 - Offshore Petroleum Corp. | v206608_ex3-9.htm |
| EX-3.8 - Offshore Petroleum Corp. | v206608_ex3-8.htm |
| EX-23.7 - Offshore Petroleum Corp. | v206608_ex23-7.htm |
| EX-3.10 - Offshore Petroleum Corp. | v206608_ex3-10.htm |
| EX-3.11 - Offshore Petroleum Corp. | v206608_ex3-11.htm |
| EX-10.10 - Offshore Petroleum Corp. | v206608_ex10-10.htm |
| EX-10.11 - Offshore Petroleum Corp. | v206608_ex10-11.htm |
Exhibit
5.2
December
27, 2010
Offshore
Petroleum Corp.
a Florida
corporation
110 East
Broward Boulevard, Suite 1700
Ft.
Lauderdale, FL 33301
Ladies
and Gentlemen:
We have acted as counsel to Offshore
Petroleum Corp., a Florida Corporation (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”). In connection with such registration
statement, the Company is the successor to Offshore Petroleum Corp., a Delaware
corporation (the “Delaware Predecessor”). The Delaware Predecessor
was merged into the Company as of December 14, 2010.
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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Articles of
Incorporation of the Company dated November 19, 2010, as filed with the
Florida Secretary of State on November 19,
2010;
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2.
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Minutes
of the Organizational Meeting of the Company dated November 29, 2010 and
executed by the Company’s sole
incorporator;
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3.
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Articles
of Merger of the Delaware Predecessor and the Company as filed with the
Florida Secretary of State on December 14, 2010, in which the Company is
the surviving corporation;
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4.
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The
Minute Book of the Company;
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5.
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The
Minute Book of the Delaware
Predecessor;
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December
27, 2010
Page
2
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6.
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A
Certificate of Merger of the Delaware Predecessor and the Company, dated
November 30, 2010 and filed with the Delaware Secretary of State on
December 13, 2010, in which the Company is the surviving
corporation;
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|
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7.
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The
Agreement and Plan of Merger dated November 30, 2010 between Delaware
Predecessor and the Company;
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8.
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By-Laws
of the Company adopted as of November 29, 2010;
and
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9.
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The
Certificate of the Secretary of State of Florida dated December 20, 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”).
|
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 Florida Corporation Law. The opinions
expressed herein concern only such provisions of the Florida Corporation Law, as
currently in effect.
Subject to the qualifications,
limitations and exceptions set forth in this letter, it is our opinion
that:
December
27, 2010
Page
3
1. The
Company is a corporation duly formed and validly existing under the laws of the
State of Florida.
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/
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Jonathan Gardner
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Jonathan
Gardner
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For
the Firm
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