EXHIBIT 5.1
BRUCE F. FEIN, P.C.
6363 WOODWAY DRIVE, SUITE 965
HOUSTON, TEXAS 77057
713-273-6600
FAX 713-273-6605
January 8, 2001
Ohio & Southwestern Energy Company
650 West Georgia Street, Suite 450
Vancouver, British Columbia Canada V6B 4N8
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Ohio & Southwestern Energy Company. (the ("Company") of a
Registration Statement on form S-8 (the "Registration Statement") with the
United States Securities and Exchange Commission covering the offering of an
aggregate of 495,023 shares of the common stock of the Company (the "Shares").
In connection with this opinion, we have examined the Registration Statement and
the Company's Amended and Restated Articles of Incorporation and By-laws, and
such other documents, records, certificates, memoranda and other instruments, as
we deem necessary as a basis for this opinion. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us a copies thereof, and the due
execution and delivery of all documents, where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the plans referenced
above and the Registration Statement, will be validly issued, fully paid, and
nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Sincerely yours,
/S/ Bruce F. Fein, P.C.
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