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JONES & KELLER
Attorneys At Law
A Professional Corporation
1625 Broadway
Suite 1600
Denver, Colorado
Telephone (303) 573-1600
Telecopier (303) 573-0769
July 27, 2000
Board of Directors
Tipperary Corporation
633 Seventeenth Street
Suite 1550
Denver, Colorado 80202
Re: Tipperary Corporation -
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Tipperary Corporation, a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to 500,000 shares of $.02 par value common stock (the "Common Stock")
of the Company which may be issued pursuant to the 1997 Long-Term Incentive Plan
(the "Plan").
This letter is governed by, and shall be interpreted in accordance with,
the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this letter should be read in
conjunction therewith.
In connection with this opinion, we have examined the applicable laws of
the State of Texas and relied upon the original, or copies certified to our
satisfaction, of (1) the Restated Articles of Incorporation and the Bylaws of
the Company, as amended; (2) minutes and records of the corporate proceedings of
the Company with respect to the establishment of the Plan, the issuance of
shares of Common Stock pursuant to the Plan; and (3) the Registration Statement
and its exhibits. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all
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Board of Directors
Tipperary Corporation
July 27, 2000
Page 2
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, and as to the content and form of
the Restated Articles of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we deem reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, we are of the opinion that the shares of
Common Stock issued in accordance with the terms of the Plan, and in accordance
with the terms of, and upon expiration of all restrictions and performance of
all requirements contained in specific awards granted pursuant to the Plan, when
issued, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Jones & Keller, P.C.
JONES & KELLER, P.C.
