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Exhibit 5 - Opinion of Conyers Dill & Pearman
23 August, 2000
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
RE: Registration Statement on Form S-1 of Coastal Caribbean
Oils & Minerals Ltd.
We have acted as special counsel in Bermuda to Coastal Caribbean Oils &
Minerals, Ltd. (the "Company") in connection with the filing with the Securities
and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") under the Securities Act of 1933, as amended, of the
United States of America registering up to 12,016,907 shares (the "Shares") of
the Company with a par value of $0.12 per Share.
For the purposes of giving this opinion, we have examined a facsimile
copy of a draft of the Registration Statement. We have also reviewed the
Memorandum of Association and the Bye-laws of the Company, minutes of the
meetings of the Company and its Directors and such other documents and made such
enquiries as to the questions of Bermuda law as we have deemed necessary in
order to render the opinion set forth below.
We have assumed:
1. the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) of all
documents reviewed by us and the authenticity and completeness of the originals
from which such copies were taken;
2. the capacity, power and authority of each of the parties to such
documents, other than the Company;
3. the due execution and delivery of such documents by each of the
parties thereto;
4. the accuracy and completeness of all factual statements,
representations and warranties made in such documents;
5. that there is no provision of the law of any jurisdiction, other
than Bermuda, which would have any implication in relation to the opinions
expressed herein;
6. the validity and binding effect of the Registration Statement under
the laws of the United State of America;
7. that the Registration Statement has been or will be duly filed with
the Securities and Exchange Commission;
8. that the Shares will be issued to persons who are regarded as non
resident in Bermuda for exchange control purposes;
9. that there is no improper purpose for the issue of the Shares; and
10. that due payment will be made for the Shares.
We have made no investigation of and express no opinion in relation to
the laws of any country other than Bermuda. This opinion is to be governed by
and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda. This opinion is
issued solely for your benefit in connection with the filing of the Registration
Statement with the Securities and Exchange Commission and is not to be relied
upon by any other person, firm or entity or in respect of any other matter
without our prior express consent in writing.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. the authorized capital of the Company is adequate to enable the Shares to be
issued.
2. the Shares will, when issued and paid for in accordance with the
Registration Statement, be legally issued and credited as fully paid or non
assessable (meaning that no further sums will be payable by the person holding
the shares to the Company in respect of the Shares).
Yours Faithfully,
CONYERS DILL & PEARMAN
By: /s/CONYERS DILL & PEARMAN
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