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EXHIBIT 5
September 8, 2000
Board of Directors of
Plains Resources Inc.
500 Dallas, Suite 700
Houston, TX 77002
Gentlemen:
I am General Counsel of Plains Resources Inc., a Delaware corporation (the
"Company"), and have acted in such capacity in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 150,000 of
additional shares of the Company's common stock, $0.10 par value (the "Common
Stock"), to be offered upon the terms and subject to the conditions set forth in
the Company's 1996 Stock Incentive Plan (the "Plan"), as amended to the date
hereof. The Company is filing a Registration Statement on Form S-8 (the
"Registration Statement") relating thereto with the Securities and Exchange
Commission.
In connection therewith, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Second Restated Certificate of
Incorporation of the Company as presently in effect, the Bylaws of the Company,
the corporate proceedings with respect to the offering of shares and such other
documents and records as I have deemed necessary or appropriate for the
expression of the opinions contained herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies and the correctness of all statements of fact
contained in all records, certificates and other instruments that I have
examined.
Based upon the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that:
1) The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2) The 150,000 of additional shares of Common Stock to be offered pursuant
to the Plan have been duly and validly authorized for issuance and, when issued
in accordance with the terms of the Plan, will be duly and validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Tim Moore
Tim Moore
General Counsel
TM/mc
