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Exhibit 5.1
CALFEE, HALTER & GRISWOLD LLP
ATTORNEYS AT LAW
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1400 McDonald Investment Center
800 Superior Avenue, Cleveland, Ohio 44114-2688
216/622-8200 Fax: 216/241-0816
August 7, 2000
North Coast Energy, Inc.
1993 Case Parkway
Twinsburg, Ohio 44087
We are familiar with the proceedings taken and proposed to be taken by
North Coast Energy, Inc., a Delaware corporation (the "Company"), with respect
to 400,000 Common shares, $0.01 par value (the "Shares"), of the Company to be
offered and sold from time to time pursuant to the Company's 1999 Employee Stock
Option Plan (the "Plan"). As counsel for the Company, we have assisted in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission to effect the registration of the Shares under the Securities Act of
1933, as amended.
We have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for this opinion. Based upon such examination and on the assumptions
set forth below, we are of the opinion that the Shares are duly authorized and,
when offered and sold pursuant to the terms and conditions of the Plan, will be
validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
matters on information obtained from public officials, officers of the Company
and other sources believed by us to be responsible, and we have not
independently checked or verified the accuracy of the statements contained
therein. In addition, we are admitted to the practice of law only in the State
of Ohio and the opinions expressed herein are limited to the federal law of the
United States of America, the General Corporation Law of the State of Delaware
and the laws of the State of Ohio, in each case as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 (the "Registration Statement") filed by the
Company to effect registration of the Common Stock under the Act. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ Calfee, Halter & Griswold LLP
CALFEE, HALTER & GRISWOLD LLP
MDP:dz
