October 4, 2000
Delta Petroleum Corporation
Suite 3310
555 17th Street
Denver, CO 80202
Dear Board of Directors:
We have acted as counsel to Delta Petroleum Corporation, a Colorado
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form S-1 (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, a total of
11,313,621 shares (the "Shares") of its common stock, $.01 par value (the
"Common Stock") for resale to the public. The Shares are to be sold by the
selling shareholders identified in the Registration Statement (the "Selling
Shareholders"). This opinion is being rendered in connection with the filing
of the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing and subject to the limitations set forth below,
we are of the opinion that those Shares that are presently issued and
outstanding are duly and validly issued, fully paid and non-assessable, and
that those Shares that are issuable upon the exercise of the applicable
warrants and options as set forth in the Registration Statement and pursuant
to the Company's Investment Agreement dated July 21, 2000 with Swartz Private
Equity LLP., when issued in accordance with the terms of the respective
agreements, will be validly issued, fully paid and non-assessable.
Our opinion is limited to the laws of the State of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By: /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
