Exhibit 5
GORSUCH KIRGIS LLP
Attorneys at Law
Tower I, Suite 1000 1515 Arapahoe Street Denver, Colorado 80202
Telephone (303) 376-5000 Facsimile (303) 376-5001
September 7, 2000
Kestrel Energy, Inc.
999 18th Street, Suite 2490
Denver, Colorado 80202
Re: Kestrel Energy, Inc.
Registration Statement on Form S-3
Gentlemen:
We are counsel to Kestrel Energy, Inc., a Colorado corporation (the
"Company"), in connection with the preparation of a Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on September
7, 2000 (the "Registration Statement"), relating to a proposed offering by
the Selling Shareholders to the public of a maximum of 374,000 shares of
the Company's Common Stock, no par value (the "Common Stock").
In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such corporate records,
certificates and written and oral statements of officers, legal counsel
and accountants of the Company and of public officials, and other
documents that we have considered necessary and appropriate for this
opinion, and, based thereon, we advise you that, in our opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado; and
2. The Common Stock, when sold pursuant to and in accordance with
the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the use of our name beneath the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 thereto.
Very truly yours,
GORSUCH KIRGIS LLP
/s/Gorsuch Kirgis LLP
