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American International Petroleum Corporation
444 Madison Avenue
New York, NY 10022
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-8 (the “Registration Statement”)
relating to 500,000 shares (the “Shares”) of the Company’s common
stock, par value $.08 per share (the “Common Stock”). The Shares may
be issued to Maxim Tolokonnikov, a consultant, pursuant to a Consultancy
Agreement dated May 20, 999.
We have examined such corporate documents and records and we
have made such investigations of law as we have deemed necessary or appropriate
in order to render the opinions hereinafter set forth.
Based on the
foregoing, we are of the 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 Shares
have been duly authorized, and when issued in consideration for the services
contemplated by the Consultancy Agreement, will be legally issued, fully paid
and non-assessable.
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 in the Registration Statement to
this firm under Item 5 captioned “Interests of Named Experts and
Counsel.” In giving this consent, we do not hereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act, or the rules and regulations of the Securities and Exchange
Commission thereunder.
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