Attached files
Exhibit 5.1
[LETTERHEAD OF MICHAEL J. MORRISON]
April 27, 2012
NORSTRA ENERGY INC.
Madlasto 11
Hafrsfjord 4045
Stravanger, Norway
Re: Common Stock of NORSTRA ENERGY INC., Registered on Form S-1, filed on
April 30, 2012
Dear Sirs:
We have acted as counsel to NORSTRA ENERGY INC. (the "Company"), a
corporation incorporated under the laws of the State of Nevada, in connection
with the filing, on April 30, 2012, of a registration statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), of up to 60,000,000 shares of common stock, par value $.001,
offered by the Company for sale through the Registration Statement filed by the
Company (the "Registered Shares").
In connection with rendering the opinion set forth below, we have reviewed:
(a) the Registration Statement and exhibits thereto; (b) the Company's Articles
of Incorporation; (c) the Company's Bylaws; (d) certain records of the
proceedings of the Board of Directors of the Company relating to the proposed
issuance of the Shares; and (e) such statutes, records and other documents and
matters as we have deemed necessary.
In rendering our opinion set forth below, we have assumed the legal
capacity for all purposes relevant hereto of all natural persons and, with
respect to all parties to agreements or instruments relevant hereto (other than
the Company), that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite
action (corporate or otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and enforceable
obligations of such parties. As to questions of fact material to our opinion, we
have relied upon certificates of officers of the Company and of public
officials.
We have also examined the originals or copies of such corporate records of
the Company and/or public officials and such other documents and have made such
other factual and legal investigations as we have deemed relevant and necessary
as the basis for the opinion set forth below. In our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to authentic original documents
of all documents submitted to us as copies or as facsimiles of copies or
originals, which assumptions we have not independently verified.
We have made such inquiries with respect thereto as we consider necessary
to render this opinion with respect to a Nevada corporation. This opinion letter
is opining upon and is limited to the current federal laws of the United States
and, as set forth above, Nevada law, including the statutory provisions, all
applicable provisions of the Nevada Revised Statutes and reported judicial
decisions interpreting those laws, as such laws presently exist and to the facts
as they presently exist. We express no opinion with respect to the effect or
applicability of the laws of any other jurisdiction. We assume no obligation to
revise or supplement this opinion letter should the laws of such jurisdiction be
changed after the date hereof by legislative action, judicial decision or
otherwise.
Based upon the foregoing and the examination of such legal authorities as
we have deemed relevant, and subject to the qualifications and further
assumptions set forth herein, we are of the opinion that the Registered Shares
have been duly authorized by all requisite corporate action and shall, when
sold, be legally issued, fully paid and non-assessable under Nevada law,
including the statutory provisions, all applicable provisions of the Nevada
Constitution and all reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission.
Very truly yours,
MICHAEL J. MORRISON, CHTD.
By: /S/ Michael J. Morrison, Esq.
-------------------------------------------
Michael J. Morrison, Esq