EXHIBIT 5.1
[LETTERHEAD OF SATTERLEE STEPHENS BURKE & BURKE LLP]
August 14, 2000
CanArgo Energy Corporation
1580, 727-7th Avenue S.W.
Calgary, Alberta
Canada T2P 0Z5
RE: CANARGO ENERGY CORPORATION;
REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 333-43036)
Gentlemen:
We have acted as special counsel to CanArgo Energy Corporation, a Delaware
corporation (the "Company"), in connection with the public offering of
25,048,766 shares (the "Shares") of the Company's common stock, par value $.10
per share (the "common stock") by certain selling stockholders (the "Selling
Stockholders") identified in the Prospectus ("Prospectus") included in the
Registration Statement on Form S-3, Registration Number 333-43036 (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "SEC") on August 4, 2000 by the Company pursuant to the Securities Act of
1933, as amended. As such counsel, you have requested our opinion as to the
matters described herein relating to the issuance of the Shares.
We have examined the Company's Certificate of Incorporation and By-Laws,
both as amended to the date hereof; the Company's minutes of the Company's
corporate proceedings, as made available to us by officers of the Company; an
executed copy of the Registration Statement and all schedules and Exhibits
thereto in the form filed with the SEC; and such matters of law deemed necessary
by us in order to deliver this opinion. In the course of such examination, we
have assumed the genuineness of all signatures, the authority of all signatories
to sign on behalf of their principals, if any, the authenticity of all documents
submitted to us as original documents and the conformity to original documents
of all documents submitted to us as certified or photostatic copies. As to
certain factual matters, we have relied, without investigation, upon
certificates of officers and employees of the Company who we believe to be
reliable, and upon certificates, telegrams and other documents from, and oral
conversations with, public officials.
Based upon the foregoing, we are of the opinion that the Selling
Stockholder Shares have been duly and validly authorized, legally issued and are
fully paid and non-assessable with no personal liability attaching to ownership
thereof.
We understand that this opinion is to be filed as an Exhibit to the
Registration Statement. We consent to such filing and to the use of our name in
the Prospectus included therein under the caption "Legal Matters."
Very truly yours,
/s/ Satterlee Stephens Burke & Burke LLP
Satterlee Stephens Burke & Burke LLP
