Patterson Palmer Hunt Murphy
10 Church Street
PO Box 1068
Truro, Nova Scotia, B2N 5B9
Tel: (902) 897-2000
Fax: (902) 893-3071
___________, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Canada Southern Petroleum Ltd.;
Registration Statement on Form S-1;
Ladies and Gentlemen:
We have acted as counsel to Canada Southern Petroleum Ltd., a Nova Scotia
corporation (the "Company") in connection with the preparation and filing of the
above-captioned Registration Statement on Form S-1 (the "Registration
Statement") registering an estimated [__________]Limited Voting Shares, par
value $1.00 (Canadian) per share and [__________] rights to purchase Limited
Voting Shares (the "Rights"). The Company has asked us to furnish you with our
opinion as to the matters hereinafter set forth in support of the Registration
Statement.
In rendering this opinion, we have reviewed originals or copies,
certified or otherwise, authenticated to our satisfaction, of the Memorandum of
Association, Articles of Association (Bylaws) and such records of the corporate
proceedings of the Company, as well as such other documents as we have deemed
necessary. As to various questions of the fact material to our opinion, we have
relied upon statements of fact contained in the documents we have examined or
made to us by officers of the Company, who by reason of their positions would be
expected to have knowledge of such facts. In addition, we have reviewed such
provisions of law and have made such other and further investigations as we have
deemed necessary in order to express the opinions hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that,
upon the effectiveness of the Registration Statement, the estimated [__________]
Limited Voting Shares and [__________] Rights which may be issued and sold by
the Company as described in the Registration Statement and the Prospectus
comprising a part thereof will be validly issued fully paid and nonassessable LV
Shares and Rights of the Company.
Yours truly,
PATTERSON PALMER HUNT MURPHY
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Per: George L. White, A Partner of the Firm
