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EXHIBIT 5(a)
[PORTER & HEDGES LETTERHEAD]
September 29, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ESENJAY EXPLORATION, INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Esenjay Exploration, Inc., a Delaware
corporation ("Company"), in connection with the preparation for filing with the
Securities and Exchange Commission of a Registration Statement on Form S-3
("Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of a total of 99,566 shares
("Shares") of the Company's common stock, par value $.01 per share ("Common
Stock").
We have examined such corporate records, documents, instruments and
certificates of the Company, and have reviewed such questions of law as we have
deemed necessary, relevant or appropriate to enable us to render the opinion
expressed herein. In such examination, we have assumed without independent
investigation the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons,
and the conformity of any documents submitted to us as copies to their
respective originals. As to certain questions of fact material to this opinion,
we have relied without independent investigation upon statements or certificates
of public officials and officers of the Company.
Based upon such examination and review, we are of the opinion that the
Shares have been duly and validly authorized and represent validly issued, fully
paid and nonassessable outstanding shares of Common Stock.
This Firm consents to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter & Hedges, L.L.P.
PORTER & HEDGES, L.L.P.
