Exibit 5
Opinion of Gregory M. Wilson
Gregory M. Wilson
Attorney at Law
18610 East 32nd Ave.
Greenacres, WA 99016
Tel. (509) 891-8373
Fax (509) 891-8382
November 30, 2000
Tidelands Oil & Gas Corporation
13330 Leopard St., Ste. 26
Corpus Christi, TX 78410
Re: Tidelands Oil & Gas: Registration Statement on Form SB-2
File Number 33-xxxxx (the "Registration Statement")
Gentlemen:
You have requested our opinion, as counsel for Tidelands Oil & Gas
Corporation, a Nevada corporation (the "Company"), in connection with the
registration statement on Form SB-2 (the "Registration Statement"),under the
Securities Act of 1933, filed by the Company with the Securities and Exchange
Commission for the sale of 30, 785,714 shares (the "Registered Shares") of
common stock, $.001 par value (the "Common Stock"), by the selling
securityholders named in the Registration Statement, including: (i) up to
26,785,714 shares of common stock held by or issuable to certain selling
securityholders; and (ii) up to 4,000,000 shares of common stock issuable upon
exercise of common stock warrants issued or issuable to certain selling
securityholders.
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing and in reliance thereon, we are of the opinion
that the 26,785,714 shares of common stock held by or issuable to certain
selling securityholders are, and the 4,000,000 shares of common stock issuable
upon exercise of common stock warrants, when issued will be, duly and validly
authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We hereby further consent to the reference to us under
the caption "Legal Matters" in the prospectus included in the Registration
Statement.
Sincerely,
/s/ Gregory M. Wilson
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Gregory M. Wilson
