Attached files
EXHIBIT
5.1
Pillsbury
Winthrop Shaw Pittman LLP
2300 N
Street, NW | Washington,
DC 20037-1122 | tel 202.663.8000
| fax 202.663.8007
February
10, 2010
Pacific
Asia Petroleum, Inc.
250 East
Hartsdale Ave.
Suite
47
Hartsdale
NY 10530
Re:
Registration Statement
on Form S-3
Ladies
and Gentlemen:
We are
acting as counsel for Pacific Asia Petroleum, Inc., a Delaware corporation (the
“Company”),
in connection with the registration under the Securities Act of 1933, as amended
(the “Act”) of
(1) up to 5,000,000 shares of our common stock, at a price of $4.00 per share
(the “Shares”),
(2) warrants to purchase up to 2 million shares of our common
stock, with an exercise price of $4.50 per share, exercisable beginning on the
six month anniversary of the closing day until the 36 month anniversary of the
closing date (the “Series A
Warrants”), (3) warrants to purchase up to 2 million shares of our common
stock, with an exercise price of $4.00 per share, exercisable immediately until
November 1, 2010 (the “Series B
Warrants;” together with the Series A Warrants, the “Warrants”),
and (4) the shares of common stock issuable from time to time upon exercise of
the Warrants (the “Warrant
Shares” and together with the Shares and the Warrants, the “Securities”), in
each case, pursuant to a Registration Statement on Form S-3 (such Registration
Statement, as amended from time to time, is herein referred to as the “Registration
Statement”) and the related Prospectus and Prospectus Supplement to be
filed with the Securities and Exchange Commission (the “SEC”)
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The
Shares and the Warrants are to be sold to certain purchasers (the “Purchasers”)
pursuant to a Securities Purchase Agreement (the “Securities
Purchase Agreement”), between the Company and the Purchasers. The Warrant
Shares are to be sold from time to time upon exercise of the Warrants to be
issued by the Company to the Purchasers.
In
connection with this opinion, we have examined and relied upon the Registration
Statement and related Prospectus therein, the Prospectus Supplement and we have
reviewed the corporate proceedings of the Company with respect to the
authorization of the issuance of the Shares, Warrants and Warrant Shares. We
have also examined and relied upon originals or copies of such agreements,
instruments, corporate records, certificates and other documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
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Based
upon the foregoing, we are of the opinion that:
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1.
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The
Shares have been duly authorized and, when issued and paid for in
accordance with the terms and conditions of the Securities Purchase
Agreement, will be validly issued, fully paid and
non-assessable.
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2.
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The
Warrants have been duly authorized and, when issued and paid for in
accordance with the terms and conditions of the Securities Purchase
Agreement, will be validly issued, fully paid and non-assessable. The
Warrants, when issued and sold by the Company in the manner described in
the Registration Statement and the Prospectus, will constitute a valid and
legally binding obligation of the Company, enforceable against the Company
in accordance with its terms.
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3.
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The
Warrant Shares have been duly authorized and, when issued and paid for in
accordance with the provisions of the Warrants, will be validly issued,
fully paid and non-assessable.
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The
foregoing opinion is subject to the following assumptions, exceptions,
qualifications and limitations:
a. Our
opinion is subject to and limited by (i) the effect of bankruptcy, insolvency,
fraudulent conveyance and other similar laws affecting or relating to the rights
of creditors generally (ii) general equitable principles, (iii) requirements of
reasonableness, good faith and fair dealing, and (iv) in the case of waivers and
exculpatory provisions, the effect of public policy.
b. Certain
remedial provisions of the Warrants on which we are opining may be unenforceable
in whole or in part, but the inclusion of such provisions does not affect the
validity of the balance of such Warrants, and the practical realization of the
benefits created by such Warrants taken as a whole will not be materially
impaired by the unenforceability of those particular provisions. In addition,
certain remedial provisions of such Warrants may be subject to procedural
requirements not set forth therein.
c. We have
assumed for so much of our opinion as relates the choice of the law of New York
as the governing law of the Warrants would not result in a violation of an
important public policy of another state or country having greater contacts with
the transactions contemplated by the Warrants than New York.
d. We
express no opinion as to the validity or enforceability of any provisions in the
Warrants that purport to prevent oral modification or waivers.
e. We have
assumed that the Company is duly formed, validly existing and in good standing
under the laws of Nevada and has the corporate power, and has taken or will take
all necessary action required under the laws of Delaware (including any
necessary stockholder action) to authorize it, to execute and deliver, and to
perform its obligations under, the Warrants.
f. We have
assumed that the execution and delivery of, and the performance of its
obligations under, the Warrants by the Company do not and will not violate or
conflict with, result in a breach of, or constitute a default under, the
articles of incorporation or bylaws of the Company, each as amended and/or
restated from time to time, or (ii) any order, decision, judgment or decree that
may be applicable to the Company or any of its affiliates or any of their
respective properties.
This
opinion is limited to matters governed by the Delaware General Corporation Law
(including the statutory provisions and reported judicial decisions interpreting
such law) and by the laws of the State of New York.
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We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Registration Statement, the Prospectus, the Prospectus Supplement and any
supplements thereto. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
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/s/
Pillsbury Winthrop Shaw Pittman LLP
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PILLSBURY
WINTHROP SHAW PITTMAN LLP
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