December 26, 2000
Crown Energy Corporation
215 South State, Suite 650
Salt Lake City, UT 84120
Re: Registration of 2,000,000 shares of Common Stock, par value
$.002 per share, pursuant to a Registration Statement on Form
S-8
Ladies and Gentlemen:
We have acted as counsel for Crown Energy Corporation, a Utah
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 2,000,000
shares of Common Stock, par value $.002 per share, of the Company (the "Common
Stock") underlying options granted to directors and employees of the Company
pursuant to The Crown Energy Long Term Equity-Based Incentive Plan (the "Plan").
In connection with this opinion, we have examined the Registration
Statement, the Company's Articles of Incorporation and Bylaws, each as amended
and restated to date, the Plan, and such other documents, records, certificates,
memoranda and other instruments as we deem relevant or necessary as a basis for
this opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as copies thereof and the due execution and delivery of all
documents where due execution and delivery are a prerequisite to the
effectiveness thereof.
Based upon our examination of such documents and the investigation of
such matters of law as we have deemed relevant or necessary in rendering this
opinion, we hereby advise you that we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing
in good standing under the laws of the State of Utah.
2. Assuming, with respect to shares of Common Stock issued pursuant to
exercise of options granted pursuant to the Plan after the date hereof (i) the
receipt of proper consideration for the issuance thereof in excess of par value
thereof; (ii) the availability of a sufficient number of shares of Common Stock
authorized by the Company's Articles of Incorporation then in effect; (iii)
compliance with the terms of any agreement entered into in connection with any
options or restricted stock under the Plan; and (iv) that no change occurs in
the applicable law or the pertinent facts, the shares of Common Stock
purchasable upon the exercise of any option granted under or issued upon the
awarding of any restricted stock under the Plan will upon issuance be duly
authorized and validly issued, fully paid and non-assessable shares of Common
Stock.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission for the registration under the Securities Act of 2,000,000 shares of
Common Stock of the Company covered by the Plan. By so consenting, we do not
thereby admit that our firm's consent is required by Section 7 of the Securities
Act.
Very truly yours,
RAY, QUINNEY & NEBEKER
