Exhibit 5
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July 24, 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 the registration on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended, of
242,000 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) 220,000 shares of Common Stock issued by the
Company to the Selling Stockholders in a private placement transaction (the
"Private Placement") pursuant to exemptions from federal and state registration
requirements, and (2) 22,000 shares issuable upon the exercise of warrants to
purchase Common Stock, which were purchased by the Selling Stockholders in the
Private Placement.
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 of the
warrants, if any, 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
