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
March 3,
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) (2) (3) (1) up to 4,146,922 shares of our common stock, at a price of
$4.22 per share (the “Shares”),
(2) warrants to purchase up to 1,658,769 shares of our common stock
(and the shares of common stock issuable from time to time upon exercise of
these warrants), with an exercise price of $4.50 per share, exercisable
immediately until the 42 month anniversary of the closing (the “Series C
Warrants”), (3) warrants to purchase up to 1,658,769 shares of our common
stock (and the shares of common stock issuable from time to time upon exercise
of these warrants), with an exercise price of $4.12 per share, exercisable
immediately until December 5, 2010 (the “Series D
Warrants;” together with the Series C 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 and the Prospectus
contained therein (the “Registration
Statement”), and a Prospectus Supplement to be filed with the Securities
and Exchange Commission (the “SEC”) on
or about the date hereof, pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended (the “Prospectus
Supplement”).
The
Shares and the Warrants are to be sold to certain purchasers (the “Purchasers”)
pursuant to a Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated March 2, 2010, 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 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.
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, upon issuance and delivery thereof and payment therefor pursuant
to the Securities Purchase Agreement, will constitute the valid and
legally binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be subject to and
limited by the effect of (a) applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance and other similar laws affecting
creditors’ rights generally, (b) general equitable principles
(whether considered in a proceeding in equity or at law) and
(c) requirements of reasonableness, good faith, materiality and fair
dealing and the discretion of the court before which any matter may be
brought.
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3.
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The
Warrant Shares have been duly authorized and, if duly issued and sold
against payment therefor on the date hereof in accordance with the terms
of the Warrants, would be validly issued, fully paid and
non-assessable.
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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, in each case as in effect on
the date hereof.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current
Report on Form 8-K filed with Commission on the date hereof, and the
incorporation thereof in the Registration Statement and to the use of our name
under the caption “Legal Matters” in the Prospectus Supplement. 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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