EXHIBIT 5.1
[Letterhead of Stewart McKelvey Stirling Scales]
August 11, 2000
Pendaries Petroleum Ltd.
8 Greenway Plaza, Suite 910
Houston, Texas
77046
RE: REGISTRATION STATEMENT ON FORM S-8
We have acted as New Brunswick counsel to Pendaries Petroleum Ltd., a New
Brunswick corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about August 11, 2000, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 1,092,600 shares (the "Shares") of no par value
(the "Common Stock") of the Company that have been or may be issued by the
Company under the Pendaries Petroleum Ltd. 1997 Stock Option Plan and the
Pendaries Petroleum Ltd. 1997 Stock Compensation Plan (collectively, the
"Plan").
You have requested an opinion with respect to certain legal aspects of the
filing. In connection therewith, we have examined and relied upon the original,
or copies identified to our satisfaction, of (1) the Certificate and Articles of
Continuance and the bylaws of the Company; (2) minutes and records of the
corporate proceedings of the Company with respect to the establishment of the
Plan, the issuance of the Shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; and (4) such other documents and instruments as we have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate and Articles of Continuance
and the bylaws, minutes, records, resolutions and other documents or writings of
the Company, we have relied, to the extent deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents and
other matters described above and assuming that:
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(1) the Shares to be sold and issued in the future will be duly issued
and sold in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those persons
who purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan,
we are of the opinion that the Shares issued or sold in accordance with the
terms of the Plan will be duly and validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the laws of the Province of New
Brunswick and the federal laws of Canada applicable therein and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to references to us included in
or made a part of the Registration Statement. In giving this consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Yours very truly,
/s/ STEWART MCKELVEY STIRLING SCALES
