Attached files
file | filename |
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EX-4.1 - EX-4.1 - ZaZa Energy Corp | a14-17344_1ex4d1.htm |
EX-10.1 - EX-10.1 - ZaZa Energy Corp | a14-17344_1ex10d1.htm |
8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - ZaZa Energy Corp | a14-17344_18k.htm |
EX-99.1 - EX-99.1 - ZaZa Energy Corp | a14-17344_1ex99d1.htm |
Exhibit 5.1
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SIDLEY AUSTIN LLP 1000 LOUISIANA STREET (713) 495 4500 (713) 495 7799 FAX |
BEIJING BOSTON BRUSSELS CHICAGO DALLAS GENEVA |
HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO |
SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
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FOUNDED 1866 |
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July 21, 2014
ZaZa Energy Corporation
1301 McKinney Street, Suite 2800
Houston, Texas 77010
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-192257 (the Registration Statement), filed by ZaZa Energy Corporation, a Delaware corporation (the Company), with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), which Registration Statement became effective on February 14, 2014. Pursuant to the Registration Statement, the Company is issuing 6,024,097 shares (the Shares) of common stock, par value $0.01 per share (Common Stock), and warrants (the Warrants) to initially purchase 3,614,459 shares (the Warrant Shares) of Common Stock. The Shares and Warrants are to be sold by the Company pursuant to that certain securities purchase agreement, dated as of July 21, 2014 (the Purchase Agreement) by and between the Company and Crede CG III, Ltd. (Crede).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined (i) the Registration Statement; (ii) the Purchase Agreement; (iii) the form of warrant certificate; (iv) the Restated Certificate of Incorporation (the Certificate of Incorporation) of the Company filed with the Secretary of State of the State of Delaware; (v) the Amended and Restated By-Laws of the Company (the Bylaws); (vi) the resolutions adopted by the board of directors of the Company on November 7, 2013 relating to the Registration Statement and (vii) the resolutions adopted by the shelf pricing committee of the board of directors of the Company on July 21, 2014, relating to the issuance of the Shares, the Warrants and the Warrant Shares and approval of the Purchase Agreement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to or obtained by us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to or obtained by us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and
Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
ZaZa Energy Corporation
July 21, 2014
completeness of certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The issuance and sale of the Shares covered by the Registration Statement pursuant to the Purchase Agreement have been duly authorized by the Company, and such Shares will be validly issued, fully paid and non-assessable when the Companys books reflect the issuance of such Shares to Crede against payment of the agreed consideration therefor in an amount not less than the par value thereof, in accordance with the Purchase Agreement.
2. The issuance and sale of the Warrants covered by the Registration Statement pursuant to the Purchase Agreement have been duly authorized by the Company, and such Warrants will constitute valid and binding obligations of the Company when certificates representing such Warrants shall have been duly executed, countersigned and issued and duly delivered to Crede against payment of the agreed consideration therefor in accordance with the Purchase Agreement.
3. The Warrant Shares have been duly authorized and will be validly issued, fully paid and non-assessable when certificates, if any, representing the Warrant Shares being issued shall have been duly executed, countersigned and registered and duly delivered (or, if any Warrant Shares are to be issued in uncertificated form, the Companys books shall reflect the issuance of such Warrant Shares) and paid for upon exercise or exchange of the Warrants, in accordance with the terms of the Warrants.
Our opinion set forth in paragraph 2 above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
For the purposes of paragraph 3 above, we have assumed that, at the time of the issuance and delivery of each Warrant Share upon the exercise or exchange of the Warrants: (i) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity thereof; (ii) the Certificate of Incorporation and the Bylaws, each as currently in effect, will not have been modified or amended and will be in full force and effect and (iii) there will be a sufficient number of shares
ZaZa Energy Corporation
July 21, 2014
of Common Stock authorized and then available for issuance under the Certificate of Incorporation.
We express no opinion as to:
(i) the validity, binding effect or enforceability of any provision of the Warrants relating to choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the choice of law principles of the State of New York;
(ii) the validity, binding effect or enforceability of any provision of the Warrants containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a Waiver) by the Company under the Warrants to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); and
(iii) the validity, binding effect or enforceability of any provision of the Warrants relating to forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York.
This opinion letter is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made 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.
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Very truly yours, |
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Sidley Austin LLP |