Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - WD Hall Exploration Co | wdhalls1121610.htm |
| EX-3.2 - BY-LAWS - WD Hall Exploration Co | wdhalls1121610ex32.htm |
| EX-14.1 - CODE OF ETHICS - WD Hall Exploration Co | wdhalls1121610ex14.htm |
| EX-23.1 - CONSENT OF ACCOUNTANT - WD Hall Exploration Co | wdhalls1121610ex23.htm |
| EX-3.1 - ARTICLES OF INCORPORATION - WD Hall Exploration Co | wdhalls1121610ex31.htm |
| EX-10.1 - OPTION TO PURCHASE AGREEMENT DATED NOVEMBER 30, 2010 - WD Hall Exploration Co | wdhalls1121610ex10.htm |
The Law Office of Timothy S. Orr, PLLC
4328 West Hiawatha Dr., Ste 101
Spokane, WA 99208
Telephone: (509) 462.2926
Facsimile: (509) 762.0303
December 17, 2010
United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549
RE: Legal Opinion Pursuant to SEC Form S-1 Registration Statement – WD Hall Exploration Company (the "Company"), a Wyoming corporation
To Whom It Concerns:
I have acted as special counsel to the Company for the limited purpose of rendering this opinion in connection with the Registration Statement on Form S-1 and the Prospectus included therein (collectively the "Registration Statement") which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") with respect to the registration and proposed sale of up to 5,000,000 shares of Common Stock, par value $0.001 per share, which may be sold at a price of $0.05 per share, pursuant to a resolution of the Board of Directors dated November 30, 2010 authorizing such issuance.
I was not engaged to prepare or review any portion of the Registration Statement. I express no opinion as to the accuracy or adequacy of the disclosure contained in the Registration Statement
In my capacity as special counsel to the Company, I have examined instruments, documents, and records, which I have deemed relevant and necessary for the basis of my opinion, including, but not limited to, the Registration Statement, the Certificate of Incorporation of the Company, the By-Laws of the Company, and the records of corporate proceedings relating to the issuance of Shares. Additionally, I have reviewed and made such other examinations of law and fact as I have deemed relevant to form the opinion hereinafter expressed.
I have examined such documents in light of the applicable laws of the State of Wyoming, including all applicable provisions of Wyoming statutes, and reported judicial decisions interpreting those laws.
In such examinations, I have assumed the legal capacity of all natural persons, the authenticity and completeness of all instruments presented to me as original documents, the conformity to the authentic originals of all documents supplied to me as certified or photostatic or faxed copies, the genuineness of all signatures, and the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates I have reviewed.
In conducting my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate, limited liability company or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, limited liability company or other, and the due execution and delivery by such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.
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Based upon and subject to the foregoing, I make the following opinion on the legality of the securities being registered. I am of the opinion that:
1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Wyoming, with corporate power to conduct its business as described in the Registration Statement.
2. The Company has an authorized capitalization of 50,000,000 shares of Common Stock, $0.001 par value and no shares of Preferred Stock.
3. The 2,200,000 shares of Common Stock, currently issued and outstanding, are duly and validly issued as fully paid and non-assessable, pursuant to the corporate law of the State of Wyoming.
4. The 5,000,000 Shares that are being offered by the Company, upon the due execution by the Company and the registration by its registrar of such shares, the sale thereof by the Company in accordance with the terms of the Registration Statement and after the effectiveness of the Registration Statement, and the receipt of consideration therefore in accordance with the terms of the Registration Statement, such shares will be duly and validly issued, fully paid and non-assessable.
This opinion letter is limited to the status of shares to be issued under the Registration Statement, and no opinion is implied or may be inferred beyond the matters expressly stated.
This opinion is expressed as of the date hereof, and I disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and I have assumed that at no future time would any such subsequent change of fact or law affect adversely my ability to render at such time an opinion (a) containing the same legal conclusions set forth herein and (b) subject only to such (or fewer) assumptions, limitations, and qualifications as are contained herein.
I hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an Exhibit to the Registration Statement and to the reference to this firm under the heading "Experts" in the Prospectus. In giving this consent, I do not hereby admit that I am an "expert" under the Act, or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement, including this exhibit. Further, in giving this consent I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC promulgated therein or Item 509 of Regulation S-K.
/s/Timothy S. Orr
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The Law Office of Timothy S. Orr, PLLC
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