[LETTERHEAD OF BRANDEN T. BURNINGHAM]
January 15, 2001
Deloy Miller, President
Miller Petroleum, Inc.
3651 Baker Highway
Huntsville, Tennessee 37756
Re: Miller Petroleum, Inc., a Tennessee corporation (the "Company")
Ladies and Gentlemen:
I refer to our Registration Statement on Form SB-2 under the Securities
Act (the "Registration Statement"), which will be filed with the Securities
and Exchange Commission. The Registration Statement relates to the
registration of approximately 2,761,152 shares of our $0.001 par value common
stock (the "Common Stock"), to be offered and sold by the holders thereof (the
"Selling Stockholders").
Assumptions
In rendering the opinion expressed below, I have assumed, with
your permission and without independent verification or investigation:
1. That all signatures on documents I have examined in
connection herewith are genuine and that all items submitted to me as original
are authentic and all items submitted to me as copies conform with originals;
2. Except for the documents stated herein, there are no
documents or agreements between the Company and/or any third parties which
would expand or otherwise modify the respective rights and obligations of the
parties as set forth in the documents referred to herein or which would have
an effect on the opinion;
3. That each of the documents referred to constitutes the
legal, valid and binding obligation of the party executing the same; and
4. That as to all factual matters, each of the representations
and warranties contained in the documents referred to herein is true, accurate
and complete in all material respects, and the opinion expressed herein is
given in reliance thereon.
I have examined the following documents in connection with this
matter:
1. Articles of Incorporation of the Company, as amended;
2. Bylaws of the Company;
3. The Registration Statement;
4. Resolutions of the Board of Directors of the Company; and
5. All reports filed with the Securities and Exchange Commission
and related exhibits that are pertinent hereto.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Based upon my examination mentioned above, and relying on the
statements of fact contained in the documents that I have examined, I am of
the opinion that the Common Stock, when sold, will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and the reference to me in the Prospectus under the
caption "Legal Opinions."
Sincerely yours,
/s/ Branden T. Burningham
Branden T. Burningham
