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Previous: AMERICAN INTERNATIONAL PETROLEUM CORP /NV/, S-3/A, 2000-01-25 |
Next: AMERICAN INTERNATIONAL PETROLEUM CORP /NV/, S-3/A, 2000-01-25 |
| Exhibit 5.1 | |||
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SNOW BECKER KRAUSS P.C. |
| January 24, 2000 | |||
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American International Petroleum Corporation 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 10,625,353 shares of the Company’s common stock by the selling securityholders named in the Registration Statement, including |
| • | 9,035,715 shares (the “Debenture Shares”) that they may acquire upon conversion of, or in payment of accrued interest on, the Company’s 6% secured convertible debentures due November 2, 2004 (the “Debentures”). |
| • | 1,025,000 shares (the “Warrant Shares”) that they may acquire upon exercise of outstanding warrants. |
| • | 564,638 shares (the “Shares”) that they acquired for services rendered. |
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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 Debenture Shares, Warrant Shares and Shares have been duly authorized. |
| 3. | The Shares have been legally issued and are fully paid and non assessable. |
| 4. | The Debenture Shares, when issued upon conversion of, or in payment of accrued interest on, the Debentures, in accordance with the terms of the Debentures, will be legally issued, fully paid and non assessable. |
| 5. | The Warrant Shares, when issued upon payment of the exercise price specified in the warrants, will be legally issued, fully paid and nonassessable. |
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Our firm owns 172,818 shares of Common Stock, and an investment nominee of our firm owns 225,905 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. | |||
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