KRUSE, LANDA & MAYCOCK, L.L.C.
EIGHTH FLOOR, BANK ONE TOWER
50 WEST BROADWAY (300 SOUTH)
SALT LAKE CITY, UTAH 84101-2034
ATTORNEYS AT LAW TELEPHONE: (801) 531-7090
www.klmlaw.com TELECOPY: (801) 531-7091
June 27, 2000
Board of Directors
FX Energy, Inc.
3006 Highland Drive, Suite 206
Salt Lake City, Utah 84106
Re: FX Energy, Inc.
Registration Statement on Form S-1
SEC File No.: 333-_____
Gentlemen:
We have been engaged by FX Energy, Inc. (the "Company") to render our
opinion respecting the legality of certain securities to be offered and sold
pursuant to the registration statement on Form S-1 filed by the Company with the
Securities and Exchange Commission (the "Registration Statement"). Capitalized
terms used but not defined herein have the same meanings as set forth in the
Registration Statement.
In connection with this engagement, we have examined the following:
1. Articles of incorporation of the Company, as amended as of
the date hereof as included in the exhibits to the Registration
Statement;
2. Bylaws of the Company, as amended as of the date hereof as
included in the exhibits to the Registration Statement;
3. The Registration Statement, including the financial
statements of the Company included therein; and
4. Minutes of the Company's board of directors and
stockholders or written consents of the Company's board of directors or
stockholders in lieu thereof.
We have examined such other corporate records and documents and have
made such other examination as we deemed relevant. In rendering this opinion, we
have assumed (i) the genuineness of all signatures on all documents not executed
in our presence, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity to authentic original documents of all documents
submitted to us as certified or conformed copies, and (iv) the corporate minute
books, stockholder records, and similar information furnished to us, and on
which we have relied, are true, correct, and complete. None of the factual
matters or assumptions on which our opinion is based is, to our knowledge, false
in any respect as they relate to the opinion below.
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KRUSE, LANDA & MAYCOCK, L.L.C.
Board of Directors
FX Energy, Inc.
June 27, 2000
Page 2
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Based upon the above examination, we are of the opinion that the Common
Stock to be sold pursuant to the Registration Statement is legally issued, fully
paid, and nonassessable under the Nevada Domestic and Foreign Corporation Laws.
This firm consents to being named in the Prospectus included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.
This opinion is rendered to you for use solely in connection with the
Registration Statement and the consummation of the transactions contemplated
therein. This opinion may not be relied on by any other person or used for any
other purpose, without the express written consent of the undersigned.
Sincerely,
/s/ Kruse, Landa & Maycock, L.L.C.
KRUSE, LANDA & MAYCOCK, L.L.C.
KLM/JRK/vs
