EXHIBIT 5.1
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Facsimile (713) 552-0202
Robert D. Axelrod, P.C.
February 22, 2000
Hyperdynamics Corporation
Dear Mr. Watts:
As counsel for Hyperdynamics Corporation, a Delaware corporation (the
"Company"), you have requested our firm to render this opinion in connection
with the registration statement of the Company on Form SB-2 ("Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), filed with
the Securities and Exchange Commission relating to the registration of the
issuance of up to 2,328,113 shares of common stock, par value $.001 per share
(the "Common Stock"), to be issued upon the conversion of Series A Preferred
Stock and upon the exercise of the Investor Warrants and the Placement Warrants.
The Company previously sold the Series A Preferred Stock and the Investor
Warrants and the Placement Warrants (collectively, the "Warrants").
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as we have felt necessary or appropriate in order to render
the opinions expressed herein. In making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that: (i) the Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and (ii) the shares of Common Stock to be issued are
validly authorized and, when issued and delivered upon the conversion of Series
A Preferred Stock in accordance with the terms of the Certificate of Designation
or upon the exercise of the Warrants in accordance with the terms of their
respective Warrant Agreements, and against payment therefore, will be validly
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Axelrod, Smith & Kirshbaum
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