Attached files
| file | filename |
|---|---|
| 8-K/A - Creek Road Miners, Inc. | v211980_8ka.htm |
| EX-4.2 - Creek Road Miners, Inc. | v211980_ex4-2.htm |
| EX-3.3 - Creek Road Miners, Inc. | v211980_ex3-3.htm |
| EX-4.1 - Creek Road Miners, Inc. | v211980_ex4-1.htm |
| EX-3.4 - Creek Road Miners, Inc. | v211980_ex3-4.htm |
| EX-10.1 - Creek Road Miners, Inc. | v211980_ex10-1.htm |
| EX-21.1 - Creek Road Miners, Inc. | v211980_ex21-1.htm |
| EX-17.1 - Creek Road Miners, Inc. | v211980_ex17-1.htm |
December
3, 2010
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TO:
|
The
Subscribers identified on Schedule A
hereto:
|
We have
acted as special counsel to GoEnergy, Inc., a Delaware corporation (the
“Company”), in connection with the offer and sale by the Company of the
Company’s Series A Preferred Stock and Series A Warrants, for the aggregate
Purchase Price of $975,928 to the subscribers identified on Schedule A hereto
(each a “Subscriber” and together, the “Subscribers”) in the amounts designated
thereon pursuant to the exemption from registration under the Securities Act of
1933, as amended (the “Act”) as set forth in Regulation D (“Regulation D”)
promulgated thereunder. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in that certain subscription agreement
(the “Agreement”) by and between the Company and the Subscribers entered into at
or about the date hereof. The Agreement and the agreements described
below are sometimes hereinafter referred to collectively as the
“Documents.”
In
connection with the opinions expressed herein, we have made such examination of
law as we considered appropriate or advisable for purposes hereof. As
to matters of fact material to the opinions expressed herein, we have relied,
with your permission, upon the representations and warranties as to factual
matters contained in and made by the Company and the Subscribers pursuant to the
Documents and upon certificates and statements of certain government officials
and of officers of the Company as described below. We have also
examined originals or copies of certain corporate documents or records of the
Company as described below:
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(a)
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Bylaws
of the Company;
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|
(b)
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Certificate
of Incorporation of the Company;
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|
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(c)
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Certificate
to Set Forth Designations, Voting Powers, Preferences, Limitations,
Restrictions, and Relative Rights of Series A Cumulative Convertible
Preferred Stock, $.0001 Par Value Per
Share;
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(d)
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Escrow
Agreement;
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(e)
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Form
of Agreement;
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(f)
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Form
of Series A Common Stock Purchase Warrant (the “Warrants”);
and
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(g)
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Minutes
of the action of the Company’s Board of Directors (the “Board”) or
unanimous written consent of the Board approving the
Documents.
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In
rendering this opinion, we have, with your permission, assumed: (a) the
authenticity of all documents submitted to us as originals; (b) the conformity
to the originals of all documents submitted to us as copies; (c) the genuineness
of all signatures; (d) the legal capacity of natural persons; (e) the truth,
accuracy and completeness of the information, factual matters, representations
and warranties contained in all of such documents; (f) the due authorization,
execution and delivery of all such documents by the Subscribers, and the legal,
valid and binding effect thereof on the Subscribers; and (g) that the Company
and the Subscribers will act in accordance with their respective representations
and warranties as set forth in the Documents.
195 Route
9 South, 2nd Floor,
Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350
Avenue of the Americas, 3rd Floor,
New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
anslowlaw.com
We are
members of the bar of the State of New York. We express no opinion as
to the laws of any jurisdiction other than New York, Delaware and New Jersey and
the federal laws of the United States of America. We express no
opinion with respect to the effect or application of any other
laws. Special rulings of authorities administering any of such laws
or opinions of other counsel have not been sought or obtained by us in
connection with rendering the opinions expressed herein.
1. The
Company and each Subsidiary is duly incorporated, validly existing and in good
standing in the jurisdictions of their respective formation; have qualified to
do business in each state and jurisdiction where required, unless the failure to
do so would not have a Material Adverse Effect on their operations; and have the
requisite corporate power and authority to conduct their respective businesses,
and to own, lease and operate their respective properties.
2. The
Company and each Subsidiary has the requisite corporate power and authority to
execute, deliver and perform its respective obligations under the
Documents. The Documents, and the issuance of the Preferred Stock and
Warrants on the Closing Date and the reservation and issuance of Conversion
Shares and Warrant Shares (a) have been duly approved by the Board, as required,
and (b) when issued pursuant to the Agreement and upon delivery, all of the
foregoing shall be validly issued and outstanding, fully paid and non
assessable.
3. The
execution, delivery and performance of the Documents by the Company and the
consummation of the transactions contemplated thereby, will not, with or without
the giving of notice or the passage of time or both:
(a) Violate
the provisions of the Certificate of Incorporation or bylaws of the Company or
any Subsidiary.
(b) To
the best of counsel's knowledge, violate any judgment, decree, order or award of
any court binding upon the Company or each Subsidiary.
4. The
Documents constitute the valid and legally binding obligations of the Company
and are enforceable against the Company in accordance with their respective
terms.
5. The
Preferred Stock, Warrants, Conversion Shares and Warrant Shares have not been
registered under the Act or under the laws of any state or other jurisdiction,
and are or will be issued pursuant to a valid exemption from
registration.
6. The
Company and each Subsidiary has either obtained the approval of the transactions
described in the Documents from its Principal Market, if applicable, and
shareholders, or no such approval is required.
Our
opinions expressed above are specifically subject to the following limitations,
exceptions, qualifications and assumptions:
195 Route
9 South, 2nd Floor,
Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350
Avenue of the Americas, 3rd Floor,
New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
anslowlaw.com
A. The
effect of bankruptcy, insolvency, reorganization, moratorium and other similar
laws relating to or affecting the relief of debtors or the rights and remedies
of creditors generally, including, without limitation, the effect of statutory
or other law regarding fraudulent conveyances and preferential
transfers.
B. Limitations
imposed by state law, federal law or general equitable principles upon the
specific enforceability of any of the remedies, covenants or other provisions of
any applicable agreement and upon the availability of injunctive relief or other
equitable remedies, regardless of whether enforcement of any such agreement is
considered in a proceeding in equity or at law.
C. This
opinion letter is governed by, and shall be interpreted in accordance with, the
Legal Opinion Accord (the “Accord”) of the ABA Section of Business Law (1991),
which is incorporated by reference herein. As a consequence, it is subject to a
number of qualifications, exceptions, definitions, limitations on coverage and
other limitations, all as more particularly described in the Accord, including
the General Qualifications and the Equitable Principles Limitation, and this
opinion letter should be read in conjunction therewith.
This
opinion is rendered as of the date first written above and is solely for your
benefit in connection with the Agreement and may not be relied upon or used by,
circulated, quoted, or referred to, nor may any copies hereof by delivered to,
any other person without our prior written consent. We disclaim any
obligation to update this opinion letter or to advise you of facts,
circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinions expressed
herein.
Very
truly yours,
195 Route
9 South, 2nd Floor,
Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350
Avenue of the Americas, 3rd Floor,
New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
anslowlaw.com
SCHEDULE A TO LEGAL
OPINION
SERIES
A CUMULATIVE CONVERTIBLE PREFERRED STOCK
SERIES
A COMMON STOCK PURCHASE WARRANTS
|
SUBSCRIBER
|
PURCHASE
PRICE
|
NO. OF
SHARES OF
PREFERRED
STOCK
|
WARRANTS
|
|||||||||
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ALPHA
CAPITAL ANSTALT
|
$ | 300,000 | 3,000 | 150,000 | ||||||||
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MOMONA
CAPITAL LLC
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$ | 25,000 | 250 | 12,500 | ||||||||
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BRISTOL
INVESTMENT FUND, LTD.
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$ | 200,000 | 2,000 | 100,000 | ||||||||
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CANYONS
TRUST
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$ | 100,000 | 1,000 | 50,000 | ||||||||
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GUARDIAN
TRUST COMPANY
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$ | 50,000 | 500 | 25,000 | ||||||||
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AMPERSAND
MANAGEMENT SA
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$ | 100,000 | 1,000 | 50,000 | ||||||||
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TOTAL
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$ | 775,000 | 7,750 | 387,500 | ||||||||
CONVERTIBLE
DEMAND PROMISSORY NOTE
COMMON
STOCK PURCHASE WARRANTS
|
SUBSCRIBER
|
PURCHASE
PRICE
|
NO. OF
SHARES OF
PREFERRED
STOCK
|
WARRANTS
|
|||||||||
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BRISTOL
INVESTMENT FUND, LTD.1
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$ | 50,311 | 503 | 25,000 | ||||||||
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DPIT
2, LLC2
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$ | 100,622 | 1,006 | 50,000 | ||||||||
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Global
Capital Partners LLC3
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$ | 25,156 | 252 | 12,500 | ||||||||
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MaLette,
Charles4
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$ | 25,156 | 252 | 12,500 | ||||||||
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TOTAL
|
$ | 201,245 | 2,013 | 100,000 | ||||||||
4 Via
conversion of a 8% convertible promissory note in the principal amount of
$25,000 and accrued interest in the amount of $156 at a conversion price of $.40
per share.
195 Route
9 South, 2nd Floor,
Manalapan, NJ 07726 Tel 732 409 1212 Fax 732 577 1188
1350
Avenue of the Americas, 3rd Floor,
New York, NY 10019 Tel 646 837 8754 Fax 646 619 4494
anslowlaw.com