Exhibit 5
August 9, 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 the registration statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, of 3,552,875 shares of the Company's $.001 par value common stock (the
"Common Stock") by certain stockholders of the Company (the "Selling
Stockholders"). These shares consists of (1) 2,920,000 shares of Common Stock
issued by the Company to the Selling Stockholders in private placement
transactions (the "Private Placements") pursuant to exemptions from federal and
state registration requirements, and (2) 632,875 shares issuable upon the
exercise of warrants (the "Warrants") to purchase Common Stock, which were
purchased by the Selling Stockholders in the Private Placements.
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.
Subject to the foregoing and on the basis of the aforementioned
examinations and investigations, it is our opinion that the shares of Common
Stock being transferred by the Selling Stockholders as described in the
Registration Statement have been legally issued and are fully paid and
non-assessable and that the shares to be issued upon the exercise, if any, of
the Warrants in accordance with the terms of the Warrants will have been legally
issued, fully paid and nonassessable shares of the Company's Common Stock.
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.
This opinion is to be used solely for the purpose of the registration of
the Common stock and may not be used for any other purpose.
Very truly yours,
/s/ Patton Boggs LLP
PATTON BOGGS LLP
