Attached files
EXHIBIT 5.1
January 23, 2012
Board of Directors
Platinum Energy Solutions, Inc.
2100 West Loop South, Suite 1601
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as special Nevada counsel to Platinum Energy Solutions, Inc., a Nevada corporation (the Company), in connection with the preparation and filing of a Registration Statement on Form S-1 (the Registration Statement) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement covers the sale by the Company of up to 16.1 million shares of the Companys common stock, par value $0.001 per share (the Registered Shares).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates and other instruments of the Company and have conducted such other investigations of fact and law, as we have deemed necessary for the purposes of rendering this opinion.
In rendering this opinion, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all originals and the conformity to originals of all copies. We have also assumed that prior to the issuance of any of the Registered Shares (i) the Registration Statement, as then amended, will have become effective under the Securities Act, (ii) the issuance of the Registered Shares will have been approved by the board of directors of
Platinum Energy Solutions, Inc.
January 23, 2012
Page Two
the Company and otherwise duly authorized in accordance with the laws of the State of Nevada and (iii) the Company shall have been fully paid for the Registered Shares.
We express no opinion concerning any law of any jurisdiction other than (i) the Federal laws of the United States of America and (ii) the laws of the State of Nevada.
On the basis of the foregoing, we are of the opinion that upon the approval of the terms of the transaction and the underwriting arrangements by the Pricing Committee of the Board of Directors of the Company and the filing of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in the manner contemplated in the Registration Statement, the Registered Shares will have been duly authorized and, when the Registered Shares are delivered in accordance with the Underwriting Agreement in substantially the form filed as Exhibit 1.1 to the Registration Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to us under the caption Legal Matters in the Prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
This opinion is rendered to you in connection with the matter described above. This opinion may not be relied upon for any other purpose without our express, written permission. We have no obligation to update this opinion for events or changes in law or fact occurring after the date hereof.
Very truly yours,
/s/ Kolesar & Leatham, Chtd.
KOLESAR & LEATHAM, CHTD.