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Exhibit 5.1
July 14, 2000
Zydeco Energy, Inc.
635 W. Campbell Road, Suite 130
Richardson, Texas 75080
Ladies and Gentlemen:
Zydeco Energy, Inc., a Delaware corporation (the "Company"), intends to
file with the Securities and Exchange Commission (the "Commission") a
registration statement (the "Registration Statement") on Form S-8 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
covers (i) 2,522,459 shares of the Company's common stock, $.001 par value per
share (the "Common Stock"), which shall be issued pursuant to the Zydeco Energy,
Inc. 2000 Stock Option Plan, as amended (the "Plan"), and (ii) such additional
shares of Common Stock as may become issuable pursuant to the anti-dilution
provisions of the Plan (such shares collectively referred to as the
"Securities").
We have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. In rendering this opinion we have
examined such corporate records, documents and instruments of the Company and
such certificates of public officials, have received such representations from
officers of the Company, and have reviewed such questions of law as in our
judgment are necessary, relevant or appropriate to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity to original documents
of all documents submitted to us as conformed, certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.
Based upon such examination and review and upon representations made to us
by officers of the Company, we are of the opinion that upon issuance and
delivery of the Securities in accordance with the terms and conditions of the
Plan, and upon receipt by the Company of the full consideration for the
Securities as determined pursuant to the Plan, the Securities will be legally
issued, fully paid and nonassessable shares of Common Stock of the Company.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Respectfully submitted,
/s/ BAKER & MCKENZIE
