Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, CO 80264
(303) 830-1776
December 19, 2000
PYR Energy Corporation
1675 Broadway, Suite 1150
Denver, CO 80202
Gentlemen and Ladies:
We have acted as counsel for PYR Energy Corporation, a Delaware corporation
(the "Company"), in connection with Amendment No. 1 to the Company's
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, regarding the offer and sale by the Company
from time to time, pursuant to Rule 415 under the Securities Act, of (1) shares
of common stock, par value $.001 per share, of the Company (the "Common Stock"),
(2) shares of preferred stock, par value $.001 per share, of the Company, in one
or more series which may be issued in the form of depositary shares evidenced by
depositary receipts (the "Preferred Stock"), and (3) warrants for the purchase
of Common Stock, Preferred Stock or any combination of those securities
("Warrants"). The aggregate initial offering prices of the Preferred Stock,
Common Stock and Warrants offered by the Company thereby (the "Securities") will
not exceed $75,000,000 or, if applicable, the equivalent thereof in any other
currency or currency unit. The Securities will be offered in amounts, at prices
and on terms to be determined in light of market conditions at the time of sale
and to be set forth in supplements to the Prospectus contained in the
Registration Statement to which this opinion is being filed as an exhibit.
We have examined the Company's Certificate Of Incorporation, its Bylaws,
and the record of its corporate proceedings with respect to the registration
described above. In addition, we have examined such other certificates,
agreements, documents and papers, and we have made such other inquiries and
investigations of law as we have deemed appropriate and necessary in order to
express the opinion set forth in this letter. In our examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, photostatic, or conformed copies and the
authenticity of the originals of all such latter documents. In addition, as to
certain matters we have relied upon certificates and advice from various state
authorities and public officials, and we have assumed the accuracy of the
material and the factual matters contained therein.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendment thereto (including post-effective amendments), will
have become effective under the Securities Act, (ii) a Prospectus Supplement
will have been prepared and filed with the Securities and Exchange Commission in
accordance with applicable federal securities laws describing any Securities
offered thereby, (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and any applicable Prospectus Supplement, (iv) at the
time of any offering or sale of any shares of Common Stock or Preferred Stock,
that the Company will have such number of shares of Common Stock or Preferred
Stock, as set forth in such offering or sale, authorized, established (if
applicable) and available for issuance, (v) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto, and (viii) Securities issuable upon conversion, exchange or
exercise of any Securities being offered will have been duly authorized,
established (if appropriate) and reserved for issuance upon such conversion,
exchange or exercise (if appropriate).
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Based upon the foregoing assumptions, examination and review, we are of the
opinion that:
(i) When (a) the Board of Directors of the Company (or a duly authorized
committee thereof) has taken all necessary corporate action to approve the
issuance and sale of any shares of Common Stock or of any series of
Preferred Stock, and (b) such shares have been issued and sold as
contemplated in the Registration Statement, all such shares will be duly
authorized, validly issued, fully paid and nonassessable.
(ii) When (a) the Board of Directors of the Company (or a duly authorized
committee thereof) has taken all necessary corporate action to approve the
issuance and sale of any Warrants, (b) the terms of such Warrants and of
their issuance and sale have been duly established in conformity with the
applicable warrant agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirements or restrictions
imposed by any court or governmental body having jurisdiction over the
Company, and (c) such Warrants have been duly executed and authenticated in
accordance with the applicable warrant agreement and issued and sold as
contemplated in the Registration Statement, (1) such Warrants will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and similar laws relating
to or affecting creditors' rights generally and to general equitable
principles, and (2) any shares of Common Stock or Preferred Stock issued
upon exercise of any such Warrant will, subject to the qualifications set
forth in paragraph (i) above being met, be duly authorized, validly issued,
fully paid and nonassessable.
The foregoing opinions are limited to the laws of the United States of
America and to the General Corporation Law of the State of Delaware.
We hereby consent to be named in the Registration Statement and in the
prospectus that constitutes a part of the Registration Statement as acting as
counsel in connection with the offering and to the filing of this opinion as an
exhibit to the Company's Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours,
/s/ PATTON BOGGS LLP
PATTON BOGGS LLP
