EXHIBIT 5.1
[LETTERHEAD OF SATTERLEE STEPHENS BURKE & BURKE LLP]
CanArgo Energy Corporation September 19, 2000
1580, 727 - 7th Ave SW
Calgary, Alberta Canada
T2P 0Z5
Re: CanArgo Energy Corporation; Registration Statement on Form S-3 (as filed
with the Securities and Exchange Commission on September 11, 2000; Registration
File Number: 333-45532)
Gentlemen:
We have acted as special counsel to CanArgo Energy Corporation, a Delaware
corporation (the "Company"), in connection with the public offering of
14,220,000 shares of the Company's common stock, par value $.10 per share (the
"Common Stock"), including 12,000,000 shares of Common Stock (the "Issued
Shares") issued in connection with a private placement concluded on August 18,
2000 in transactions intended to qualify for the exemption from registration
under the Securities Act of 1933, as amended, afforded by Regulation S
promulgated thereunder ("Regulation S"); 1,720,000 shares of Common Stock
("Option Shares") issuable on the exercise of certain special stock options
awarded on September 1, 2000 ("Options"), and an aggregate of 500,000 shares of
Common Stock (the "Warrant Shares" and together with the Issued Shares and the
Option Shares, the "Shares") issueable on the exercise of certain warrants
awarded on September 1, 2000 ("Warrants"), by certain selling stockholders
identified in the Preliminary Prospectus ("Prospectus") included in the
Registration Statement on Form S-3, Registration File Number 333-45532 (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "SEC") on September 11, 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; certain corporate resolutions adopted by the
Company's Board of Directors adopted upon unanimous written consent, as made
available to us by officers of the Company; an executed copy of the Registration
Statement, the Prospectus included therein 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 legal capacity and 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,
photostatic or facsimile 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 and subject to the qualifications, limitations and
assumptions herein set forth, we are of the opinion that:
1. The Issued Shares have been duly and validly authorized, legally issued
and are fully paid and non-assessable with no personal liability
attaching to ownership thereof; and
2. The Option Shares and the Warrant Shares, when issued in accordance with
the terms and provision of the Options and Warrants, respectively
(including, without limitation, receipt by the Company of the
consideration for such issuance), will have been duly and validly
authorized, legally issued, fully paid and non-assessable with no
personal liability attaching to the ownership thereof.
We are a New York Law Firm and we express no opinion as to the laws of any
jurisdiction other than the laws of the State of Delaware and the federal laws
of the United States of America to the extent specifically referred to herein.
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
