Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 1 TO FORM S-1 - MNP Petroleum Corp | forms1a.htm |
| EX-4.3 - FORM OF WARRANT INDENTURE - MNP Petroleum Corp | exhibit4-3.htm |
| EX-1.1 - FORM OF AGENCY AGREEMENT - MNP Petroleum Corp | exhibit1-1.htm |
| EX-23.1 - CONSENT OF BDO VISURA INTERNATIONAL AG - MNP Petroleum Corp | exhibit23-1.htm |
| EX-10.32 - FORM OF LOCK-UP AGREEMENT - MNP Petroleum Corp | exhibit10-32.htm |
| EX-21.1 - SUBSIDIARIES OF MANAS PETROLEUM CORPORATION - MNP Petroleum Corp | exhibit21-1.htm |
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R. Stuart Wells | M. Douglas Howard | W.W. Lyall D. Knott, Q.C. |
| William A. Ruskin, 1 | Patrick A. Williams | Alexander Petrenko | |
| Bernard Pinsky, 4 | Roy A. Nieuwenburg | William C. Helgason | |
| William D. Holder | Nigel P. Kent, 1 | Douglas W. Lahay | |
| David W. Kington | Diane M. Bell | Anne L.B. Kober | |
| R. Brock Johnston | Neil P. Melliship | Kenneth K.C. Ing, 12, 13 | |
| Darren T. Donnelly | Mark S. Weintraub | Kevin J. MacDonald | |
| Don C. Sihota | R. Barry Fraser | James A. Speakman | |
| Ethan P. Minsky, 6, 7, 9 | Brock H. Smith | Nicole M. Byres | |
| Peter Kenward | D. Lawrence Munn, 8 | John C. Fiddick | |
| R. Glen Boswall | Virgil Z. Hlus, 5 | Stewart L. Muglich, 8 | |
| Samantha Ip | Jonathan L.S. Hodes, 1, 5 | Mark J. Longo, 2 | |
| Aaron B. Singer | L.K. Larry Yen, 10 | Amy A. Mortimore | |
| Jane Glanville | Brent C. Clark | Conrad Y. Nest, 10 | |
| Richard T. Weiland | Cam McTavish | Valerie S. Dixon | |
| Allyson L. Baker, 2 | Warren G. Brazier, 4 | Veronica P. Franco | |
| Jeffrey F. Vicq, 3 | C. Michelle Tribe | James T. Bryce | |
| Satinder K. Sidhu | Vikram Dhir, 1 | Adam M. Dlin | |
| Peter J.F. Ferrari | Oliver C. Hanson, 1 | Rina J. Jaswal | |
| Sarah W. Jones | Anna D. Sekunova | Jun Ho Song, 4, 8, 11 | |
| Shauna K.H. Towriss | Kyle M. Wilson | Jennifer R. Loeb | |
| Heather M. Hettiarachchi | Eric T. Pau | Pratibha Sharma | |
| Angela M. Blake | Seva Batkin | Christina J. Kim | |
| Victor S. Dudas | Craig V. Rollins | Rong (Lauren) Liang | |
| Rachelle J. Mezzarobba |
April 28, 2011 |
Of Counsel: | Derek J. Mullan Q.C. | |
| James M. Halley Q.C. | |||
| Associate Counsel: | Michael J. Roman | ||
| Certain lawyers have been admitted to practice in one or more of the following jurisdictions as indicated beside each name: | |||
| Canada 1 Alberta 2 Ontario 3 Saskatchewan |
United States 4 California 5 Colorado 6 District of Columbia 7 Florida 8 New York 9 Virginia 10 Washington 11 Nevada |
International 12 Hong Kong 13 United Kingdom |
|
| Attention: | Peter-Mark Vogel, President and Chief Executive Officer | |
| Dear Sirs: | ||
| Re: | Manas Petroleum Corporation – Registration Statement on Form S-1/A | |
We have acted as special counsel to Manas Petroleum Corporation (the “Company”), a Nevada corporation, in connection with the preparation of a registration statement on Form S-1/A (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission in connection with the offering and sale by the Company (the “Offering”) of up to 60,000,000 units (each, a “Unit”) with each Unit consisting of one share of common stock of the Company (each a “Unit Share”) and one common stock purchase warrant (each a “Unit Warrant”). Each Unit Warrant entitles the holder to purchase one share of common stock of the Company (the “Unit Warrant Share”) for a period of 36 months from the date of closing of the Offering.
The Unit Shares and Unit Warrants will be issued separately. The Unit Warrants will be issued pursuant to a warrant indenture (the “Warrant Indenture”), a form of which is to be filed as an exhibit to the Registration Statement.
In connection with this opinion, we have reviewed:
| (a) |
the Articles of Incorporation of the Company, as amended; | |
| (b) |
the Bylaws of the Company, as amended; | |
| (c) |
resolutions adopted by the Board of Directors of the Company pertaining to the Offering (the “Resolutions of the Board of Directors”); |
| HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com |
| Some lawyers at Clark Wilson LLP practice through law corporations. |
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| (d) |
the agency agreement (the “Agency Agreement”) in connection with the Offering, a form of which is to be filed as an exhibit to the Registration Statement; | |
| (e) |
the Warrant Indenture; | |
| (f) |
the Registration Statement; | |
| (g) |
the Prospectus (the “Prospectus”) constituting a part of the Registration Statement; and | |
| (h) |
such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinion expressed herein. |
We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon the statements or certificates of officers or representatives of the Company.
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 below, we are of the opinion that:
| 1. |
the Unit Shares, when issued as contemplated by the Registration Statement, the Agency Agreement and the Resolutions of the Board of Directors, including receipt by the Company of full payment of the purchase price, will be duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company; | |
| 2. |
the Unit Warrants, when issued as contemplated by the Registration Statement, the Agency Agreement, the Warrant Indenture and the Resolutions of the Board of Directors, including receipt by the Company of full payment of the purchase price, will be duly and validly authorized and issued; and | |
| 3. |
the Unit Warrant Shares, when issued as contemplated by the Registration Statement, the Agency Agreement, the Warrant Indenture and the Resolutions of the Board of Directors, including receipt by the Company of full payment of the exercise price, will be duly and validly authorized and issued as fully paid and non-assessable shares in the capital of the Company. |
This opinion letter is opining upon and is limited to the current federal laws of the United States and the laws of the State of Nevada, including the statutory provisions, all applicable provisions of the Nevada constitution, 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.
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the discussion of this opinion in the Prospectus, and to our being named in the Registration Statement.
Yours truly,
/s/ Clark Wilson LLP
cc: United States Securities and Exchange Commission