EXHIBIT 5
WHITE & CASE LLP
633 FIFTH STREET
LOS ANGELES, CA 90071
TELEPHONE: (213) 620-7700
FACSIMILE: (213) 687-0758
June 12, 2000
Capco Energy, Inc.
2922 E. Chapman, Ste.202
Orange, CA 92869
RE: Capco Energy, Inc. Registration Statement on Form S-8
Ladies & Gentlemen:
We have acted as counsel to Capco Energy, Inc., a Colorado corporation (the
"Company"), and are familiar with the proceedings and documents relating to the
proposed registration by the Company, through a Registration Statement on Form
S-8 (the "Registration Statement"), to be filed by the Company with the
Securities and Exchange Commission, of (i) options to acquire 1,000,000 shares
of Common Stock of the Company (the "Options") and (ii) 35,000 shares of Common
Stock of the Company (collectively, the "Shares"). The Options and the Shares
are to be issued to Walton C. Vance, John R. Aitken and Thomas D. Herstad
pursuant to Business Consulting Contracts (as amended through the date hereof)
between the Company and Marquette Ventures LLC.
For the purposes of rendering this opinion, we have examined originals or
photostatic copies of certified copies of such corporate records, agreements and
other documents of the Company as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In our examination, we have assumed
the genuineness of all signatures, the authenticity, accuracy and completeness
of the documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies. Our examination
was limited to the following documents and no others:
1. Certificate of Incorporation of the Company, as amended to date;
2. By-Laws of the Company, as amended to date;
3. Resolutions adopted by the Board of Directors of the Company
authorizing the Agreements and the issuance of the Shares; and
4. The Business Consulting Contracts described above.
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We have not undertaken, nor do we intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, we are of the opinion that the Shares, when issued
and paid for, will be duly authorized, validly issued, fully paid and
nonassessable.
We are members of the Bar of the State of California. We are not members of
the Bar of the State of Colorado. The opinion set forth herein is based upon our
review of Section 7-106-202 of Title 7 of the Colorado Revised Statutes as now
in effect. We express no opinion as to any other laws of the State of Colorado
or the laws of any other jurisdiction.
The information set forth herein is as of the date of this letter. We
disclaim any undertaking to advise you of changes which may be brought to our
attention after the effective date of the Registration Statement.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ White & Case LLP
