Attached files
Exhibit 5.3
August 23, 2013
Re: Red Mountain Resources, Inc.
Registration Statement on Form S-3
Gentlemen:
You have requested our opinion with respect to certain matters of Florida law in connection with the sale by Red Mountain Resources, Inc., a Florida corporation (the “Company”), of up to 11,500,000 shares of common stock, $0.00001 par value per share (“Common Stock”), of the Company pursuant to the Company’s Shelf Registration Statement on Form S-3 (Registration Statement No. 333-186076) declared effective by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on February 1, 2013 (the “Registration Statement”).
The sale of the Common Stock will be made directly by the Company to investors on a self-underwritten basis (the “Direct Offering”) as described in the Prospectus Supplement (as defined below).
This opinion is being furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), promulgated under the Securities Act, in connection with the Registration Statement.
In rendering this opinion, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, instruments, certificates or comparable documents of public officials and of officers and representatives of the Company, and other instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed, including without limitation, the following: (a) the Registration Statement, the base prospectus that forms a part thereof, and the prospectus supplement thereto relating to the offering of the Common Stock (the “Prospectus Supplement”), which Prospectus Supplement is dated as of August 22, 2013 and was filed by the Company with the Commission on August 22, 2013 in accordance with Rule 424(b) promulgated under the Securities Act, (b) the Articles of Incorporation of the Company, as amended, (c) the Bylaws of the Company, and (d) certain consents executed and delivered by the Board of Directors of the Company relating to the issuance and sale of the Common Stock.
The opinions set forth below are subject to the following assumptions and qualifications, which are in addition to any other qualifications contained in this letter:
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Red Mountain Resources, Inc.
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August 23, 2013
Page 2
A. We have assumed without independent verification the genuineness of all signatures on all documents, the legal capacity of all natural persons executing such documents, the accuracy and completeness of all documents submitted to us, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all copies submitted to us as certified, conformed, or photostatic (including telecopies and electronic files).
B. We have assumed without independent verification that all agreements and instruments executed by parties other than the Company are the valid, binding and enforceable obligations of such parties and that the individuals signing on behalf of such parties have been duly authorized to execute and deliver such agreements and instruments.
C. We have assumed without independent verification that, with respect to any meetings of the Board or any committees thereof that we have examined, due notice of the meetings was given or waived, the minutes accurately and completely reflect all actions taken at the meetings and a quorum was present and acting throughout the meetings.
D. We have assumed without independent verification the truthfulness, accuracy, completeness, and authenticity of all the information, representations, and warranties contained in corporate records, documents, instruments, and certificates reviewed by us, and statements and representations of fact on which we are relying.
E. The opinions provided herein are based on existing laws, ordinances, rules, regulations, court and administrative decisions as they have been interpreted and we can give no assurance that our opinions would not be different after any change in the foregoing occurring after the date hereof.
F. We express no opinion as to the effect or application of any laws or regulations other than the general corporation law of the State of Florida.
Based on the foregoing, and in reliance thereon, we are of the opinion that the Common Stock, when issued and delivered by the Company against payment therefore pursuant to the Direct Offering as described in the Prospectus Supplement, will be validly issued, fully paid and nonassessible.
This opinion does not address any matters other than those expressly addressed herein. This letter speaks only as of the date hereof and we undertake no responsibility to update or supplement it after such date.
We hereby consent (a) to your filing of this opinion as Exhibit 5.3 in a Current Report on Form 8-K filed by the Company with the Commission on or about the date hereof, (b) the incorporation by reference of this opinion into the Registration Statement, and (c) to the use of our firm’s name under the caption “Legal Matters” in each of the prospectus dated February 1, 2013, and the Prospectus Supplement dated August 22, 2013, all of which form a part of the Registration Statement. By giving such consent we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
| Very truly yours, | ||
| CARLTON FIELDS, P.A. | ||
| By: |
/s/ Richard A. Denmon
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Richard A. Denmon
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