EXHIBIT 5.1
GREENBERG TRAURIG LLP
Crown Jewel Resources Corp.
805 Third Avenue
21st Floor
New York, New York 10022
Re: Crown Jewel Resources Corp. Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Crown Jewel Resources Corp., formerly known as ABF Energy Corp. (the "Company")
with the Securities and Exchange Commission on or about June 13, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the Crown Jewel Resources Corp. Stock
Incentive Plan (the "Plan") (as to 10,000,000 shares; collectively, the
"Shares").
With your permission, all assumptions and statements of reliance herein
have been made without any independent investigation or verification on our part
except to the extent otherwise expressly stated, and we express no opinion with
respect to the subject matter or accuracy of such assumptions or items relied
upon.
In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company
as we have deemed necessary or appropriate for the purposes of this opinion. In
all examinations, we have assumed the legal capacity of all natural persons
executing documents, the genuineness of all signatures, the authenticity of
original and certified documents and the conformity to original or certified
copies of all copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to the opinions expressed herein, we have
relied upon, and assume the accuracy of, representations and warranties
contained in the documents and certificates and oral or written statements and
other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their
covenants and agreements contained therein.
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Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, it is our opinion that the Shares, when issued
and sold in the manner described in the Plan and pursuant to the agreement that
accompanies each grant under the Plan, will be legally and validly issued, fully
paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware, as currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under Item 5 of this
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Yours very truly,
/s/ Greenberg Traurig, LLP
Greenberg Traurig, LLP
JCJ:pac
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