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EXHIBIT 5.1
[PORTER & HEDGES LETTERHEAD]
August 7, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MIDCOAST ENERGY RESOURCES, INC. -- REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Midcoast Energy Resources, Inc., a Texas
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission a Registration Statement on Form S-3
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 309,380 shares ("Shares") of
the Company's common stock, par value $.01 per share ("Common Stock"), issuable
upon exercise of warrants.
We have examined such corporate records, documents, instruments and
certificates of the Company, and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed without independent
investigation the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons,
and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares to be offered and sold pursuant to the Registration Statement will be,
when issued in accordance with the terms of the warrants, validly issued, fully-
paid and nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER & HEDGES, L.L.P.
PORTER & HEDGES, L.L.P.
