Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1A - Oilsands Quest Inc | forms-1a.htm |
| EX-23.2 - EXHIBIT 23.2 - Oilsands Quest Inc | exhibit23-2.htm |
| EX-23.1 - EXHIBIT 23.1 - Oilsands Quest Inc | exhibit23-1.htm |
Exhibit 5.1
December
1, 2009
The Board
of Directors
Oilsands
Quest Inc.
800, 326
– 11th
Avenue SW
Calgary,
Alberta, Canada T2R 0C5
Re: Form
S-1 Registration Statement
Opinion of Counsel
Ladies
and Gentlemen:
As
counsel for Oilsands Quest Inc. (the “Company”), a Colorado corporation, we have
examined the originals or copies, certified or otherwise identified, of the
Articles of Incorporation and Bylaws of the Company, corporate records of the
Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other records, and instruments and documents pertaining to the
Company as a basis for the opinions hereinafter expressed. In giving
such opinions, we have also relied upon certificates of officers of the Company
with respect to the accuracy of the factual matters contained in such
certificates.
We have
also examined Amendment No. 2 to the Registration Statement on Form S-1 (the
“Registration Statement”) to be filed with the Commission on or about December
1, 2009 covering the resale by the Selling Shareholders of up to 76,798,717
shares of Common Stock, which may be issued upon exchange of the Exchangeable
Shares of Oilsands Quest Sask Inc. (the "Exchangeable Shares") and/or the
exercise of warrants issued by the Company in May 2009 (the “Warrants”),
both as more particularly described in the Registration Statement.
Based
upon the foregoing and subject to the other qualifications and limitations
stated in this letter, we are of the opinion that the shares of Common Stock
held by the Selling Shareholders and described in the Registration Statement as
outstanding, to be outstanding prior to effectiveness of the Registration
Statement, or issuable thereafter upon exercise of the Exchangeable Shares
and/or the Warrants, have been or (as the case may be) will have been duly
authorized, validly issued, fully paid and non-assessable.
47
This
opinion is limited to the laws of the State of Colorado. This opinion
is made as of the date hereof, and after the date hereof, we undertake no, and
disclaim any, obligation to advise you of any change in any matters set forth
herein.
We hereby
consent to such use of our name in the Registration Statement and to the filing
of this opinion as an Exhibit thereto. In giving this consent, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the United States Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very
truly yours,
/s/
Burns, Figa & Will, P.C.
BURNS
FIGA & WILL, P.C.
48