Attached files
| file | filename |
|---|---|
| S-1 - ALAMO FORM S-1 08/17/11 - Alamo Energy Corp. | alamoforms1080811.htm |
| EX-23.1 - CONSENT OF Q ACCOUNTANCY CORPORATION - Alamo Energy Corp. | alamoex231.htm |
| EX-23.3 - CONSENT OF TECHNICAL REPORT AUTHOR - Alamo Energy Corp. | alamoex233.htm |
Exhibit 5
M2 Law
Professional Corporation
August 17, 2011
Board of Directors
Alamo Energy Corp.
10575 Katy Freeway, Suite 300
Houston, TX, 77024
Re: Registration Statement on Form S-1
We have acted as counsel to Alamo Energy Corp., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Registration Statement”), with respect to the offer and sale by the persons and entities named in the Registration Statement (the “Selling Security Holders”) of up to an aggregate of 20,590,519 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), comprising the following:
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(i)
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3,000,000 Shares (the “Common Shares”);
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(ii)
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5,720,000 Shares that are issuable upon conversion of senior secured convertible promissory notes (the “Note Shares”);
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(iii)
(iv)
(v)
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2,621,243 Shares that are issuable upon the conversion of certain convertible debentures (the “Debenture Shares”);
262,125 Shares that are issuable as interest due on the convertible debentures (the “Interest Shares”);
8,987,151 Shares (the “Warrant Shares”) that are issuable upon exercise of outstanding common stock purchase warrants (the “Warrants”) as described in the Registration Statement.
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We are familiar with the corporate actions taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the senior secured convertible promissory notes and convertible debentures have made such other legal and factual inquiries as we deem necessary for purposes of rendering this opinion. We have relied upon certificates and other assurances of officers of the Company and others as to factual matters; we have not independently verified such matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copied documents. We have also assumed that the Common Shares, Note Shares, Debenture Shares, Interest Shares and Warrant Shares are and will be evidenced by appropriate certificates that have been properly executed and delivered.
Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth below, we are of the opinion that the Common Shares are validly issued, fully paid and non-assessable, and the Note Shares, Debenture Shares, Interest Shares and Warrant Shares, when issued upon (i) conversion of each of the senior secured convertible promissory notes, (ii) conversion of each of the convertible debentures, (iii) payment of the interest due on the convertible debentures and (iv) exercise of each of the Warrants in accordance with their terms, including payment of the applicable exercise price, will be validly issued, fully paid and non-assessable.
You have informed us that the Selling Security Holders may sell the Shares from time to time on a delayed or continuous basis. This opinion is limited to the Nevada Revised Statutes (“NRS”), including the statutory provisions of the NRS, all applicable provisions of the Constitution of the State of Nevada and all reported judicial decisions interpreting these laws, and federal law, exclusive of state securities and blue sky laws, rules and regulations.
We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement on Form S-1 filed by the Company and the reference to my firm contained therein under “Legal Matters.”
Sincerely,
/s/ M2 Law Professional Corporation
M2 Law Professional Corporation
500 Newport Center Drive, Suite 800, Newport Beach, California 92660