Exhibit 5.1
SNOW BECKER KRAUSS P.C.
605 Third Avenue
New York, NY 10158
Phone: (212) 687-3860
Fax: (212) 949-7052
August 3, 2000
American International Petroleum Corporation
2950 North Loop West, Suite 100
Houston, Texas 77092
Ladies and Gentlemen:
We are counsel to American International Petroleum Corporation, a Nevada
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), of a registration statement on Form S-3 (the
"Registration Statement") relating to the offer and sale of 30,800,000 shares of
the Company's common stock by the selling securityholders named in the
Registration Statement, including
o 30,000,000 shares (the "Conversion Shares") that they may acquire upon
conversion of the Company's series A convertible preferred stock.
o 800,000 shares (the "Warrant Shares") that they may acquire upon
exercise of warrants.
We have examined such records and documents and made such examinations of law as
we have deemed relevant in connection with this opinion. Based upon the
foregoing, it is our opinion that:
1. The Company has been duly organized, is validly existing and in good
standing under the laws of the State of Nevada
2. The Conversion Shares and the Warrant Shares have been duly
authorized.
3. The Conversion Shares, when issued upon conversion of the series A
convertible preferred stock in accordance with the terms of the
certificate of designations filed with the Secretary of State of
Nevada, will be legally issued, fully paid and non assessable.
4. The Warrant Shares, when issued upon payment of the exercise price and
other terms specified in the warrants, will be legally issued, fully
paid and nonassessable.
Members of our firm own 144,518 shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption Legal
Matters in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Snow Becker Krauss P.C.
---------------------------
SNOW BECKER KRAUSS P.C.
