Attached files
| file | filename |
|---|---|
| S-1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_s-1.htm |
| EX-21.1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex21-1.htm |
| EX-23.1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex23-1.htm |
| EX-10.17 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex10-17.htm |
THE LAW
OFFICE OF
RONALD
N. VANCE, P.C.
Attorney
at Law
February
14, 2011
Edward P.
Mooney, President
Colombia
Clean Power & Fuels, Inc.
Re: Registration Statement
on Form S-1
Dear Mr.
Mooney:
I am
acting as counsel to Colombia Clean Power & Fuels, Inc. (the “Company”), a Nevada
corporation, in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”), under the
Securities Act of 1933, as amended (the “Act”), of a Registration
Statement on Form S-1 to be filed with the Commission on February 14, 2011 (the
“Registration
Statement”). The Registration Statement registers the offering
and sale by the Company (the “Primary Offering”) of the
following securities and the offering and resale by certain selling stockholders
(the “Selling
Stockholders”) of the Company(the “Secondary Offering”) of the
securities set forth below (all of which are collectively referred to herein as
the “Securities”):
(a) up
to 3,000,000 shares of the Company’s Series A Convertible Preferred Stock (the
“Preferred Shares”) to
be offered and sold in the Primary Offering;
(b) up
to 9,000,000 shares of the Company’s common stock, par value $0.001 per share
(the “Common
Stock”), issuable upon conversion of the Preferred Shares (the
“Preferred Conversion
Shares”);
(c) up
to an aggregate of 3,200,000 shares of Common Stock issuable upon conversion of
the Company’s 10% Convertible Promissory Notes to be offered and
resold by a Selling Stockholder in the Secondary Offering (the “Note Conversion
Shares”);
(d) up
to an aggregate of 2,518,600 outstanding shares of Common Stock (the “Selling Stockholder Shares”)
to be offered and resold by the Selling Stockholders in the Secondary
Offering.
In
connection with this opinion, I have reviewed originals or copies (certified or
otherwise identified to my satisfaction) of the Company’s Articles of
Incorporation, as amended, the Company’s Bylaws, resolutions adopted by the
Company’s Board of Directors, the Registration Statement, the exhibits to the
Registration Statement, and such other records, documents, statutes and
decisions, and such certificates or comparable documents of public officials and
of officers and representatives of the Company, and have made such inquiries of
such officers and representatives, as I have deemed relevant in rendering this
opinion.
In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents.
The
opinions expressed below are limited to the laws of the State of Nevada
(including the applicable provisions of the Nevada Constitution, applicable
judicial and regulatory decisions interpreting these laws and applicable rules
and regulations underlying these laws) and the federal laws of the United
States.
Based on
the foregoing and in reliance thereon and subject to the assumptions,
qualifications and limitations set forth herein, it is my opinion
that:
(i) the
Securities have been duly authorized for issuance by all necessary corporate
action by the Company;
Edward P.
Mooney, President
February
14, 2011
Page
2
(ii) the
Preferred Shares, when issued and sold by the Company in accordance with and in
the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable;
(iii) the
Preferred Conversion Shares, when issued by the Company upon conversion of the
Preferred Shares in accordance with and in the manner described in the
Registration Statement, will be validly issued;
(iv) the
Note Conversion Shares, when issued and sold by the Selling Stockholders in
accordance with and in the manner described in the Registration Statement, will
be validly issued, fully paid and non-assessable; and
(v) the
Selling Stockholder Shares are validly issued, fully paid and
non-assessable;
This
opinion letter is given as of the date hereof, and I express no opinion as to
the effect of subsequent events or changes in law occurring or becoming
effective after the date hereof. I assume no obligation to update
this opinion letter or otherwise advise you with respect to any facts or
circumstances or changes in law that may hereafter occur or come to our
attention.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my firm’s name in the related prospectus under the
heading “Legal Matters.”
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Very
truly yours,
/s/
Ronald N. Vance
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