<PAGE> 1
As filed with the Securities and Exchange Commission on November 3, 1997
Registration Statement No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
TOREADOR ROYALTY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0991164
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
530 PRESTON COMMONS WEST
8117 PRESTON ROAD
DALLAS, TEXAS 75225
(Address of Principal Executive Offices) (Zip Code)
----------------------------
TOREADOR ROYALTY CORPORATION NON-QUALIFIED STOCK OPTIONS
(Full title of the Plans)
----------------------------
Copy to:
JOHN MARK MCLAUGHLIN JOE DANNENMAIER
CHAIRMAN OF THE BOARD AND PRESIDENT THOMPSON & KNIGHT
TOREADOR ROYALTY CORPORATION A PROFESSIONAL CORPORATION
530 PRESTON COMMONS WEST 1700 PACIFIC AVENUE, SUITE 3300
8117 PRESTON ROAD DALLAS, TEXAS 75201
DALLAS, TEXAS 75225 (214) 969-1700
(Name and address of agent for service)
(214) 369-0080
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered(1) Registered(2) per Share(3) Price(3) Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.15625 55,000 shares $4.25 $233,750 $70.83
per share
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an equal number of rights to
purchase shares of Toreador Royalty Corporation's Series A Junior
Participating Preferred Stock, par value $1.00 per share, issuable pursuant
to Toreador Royalty Corporation's Rights Agreement, which rights will be
transferable only with related shares of Common Stock.
(2) Represents 55,000 shares issuable upon the exercise of certain
non-qualified options granted to certain consultants of Toreador Royalty
Corporation. Pursuant to Rule 416 under the Securities Act of 1933, shares
issuable upon any stock split, stock dividend or similar transaction with
respect to these shares are also being registered hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933 on the
basis of the average of the high and low sales prices of the Common Stock
on the National Association of Securities Dealers Automated Quotation
National Market on October 28, 1997.
================================================================================
<PAGE> 2
Documents Incorporated by Reference
The contents of the Registration Statement (the "Prior Registration
Statement") of Toreador Royalty Corporation (the "Registrant") on Form S-8,
Registration No. 333-14145 filed with the Securities and Exchange Commission on
October 15, 1996, including the documents incorporated by reference therein,
are incorporated by reference into this Registration Statement.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Exhibits.
In addition to the exhibits filed or incorporated by reference into the
Prior Registration Statement. The following documents are filed as exhibits to
this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and Jack
L. Woods (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997, and incorporated herein by reference).
4.2 Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and Earl
V. Tessem.
4.3 Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and
Donald D. Drury.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
reference.
23.3 Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
24.1 Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
<PAGE> 3
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas on the 30th
day of October, 1997.
TOREADOR ROYALTY CORPORATION
(Registrant)
By: /s/ JOHN MARK MCLAUGHLIN
----------------------------
John Mark McLaughlin
Chairman of the Board of Directors
and President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Toreador Royalty Corporation, a Delaware corporation, hereby
constitutes and appoints John Mark McLaughlin, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, acting alone, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOHN MARK MCLAUGHLIN Chairman of the Board, October 30, 1997
---------------------------------- President, and Director
John Mark McLaughlin (principal executive, financial
and accounting officer)
/s/ J.W. BULLION Secretary and Director October 30, 1997
----------------------------------
J.W. Bullion
/s/ JOHN V. BALLARD Director October 30, 1997
----------------------------------
John V. Ballard
/s/ THOMAS P. KELLOGG, JR. Director October 30, 1997
----------------------------------
Thomas P. Kellogg, Jr.
/s/ PETER R. VIG Director October 30, 1997
----------------------------------
Peter R. Vig
/s/ JACK L. WOODS Director October 30, 1997
----------------------------------
Jack L. Woods
</TABLE>
-3-
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and Jack L.
Woods (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and incorporated herein by reference).
4.2* Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and Earl V.
Tessem.
4.3* Stock Option Agreement dated May 15, 1997, by and between Toreador Royalty Corporation and Donald
D. Drury.
5.1* Opinion of Thompson & Knight, A Professional Corporation.
23.1* Consent of Thompson & Knight, A Professional Corporation (included in the opinion of Thompson &
Knight, P.C. filed herewith as Exhibit 5.1).
23.2* Consent of Price Waterhouse LLP, independent public accountants, to incorporation of report by
reference.
23.3* Consent of Harlan Consulting, independent petroleum engineers, to incorporation by reference.
24.1* Power of Attorney (included on signature page of this Registration Statement).
</TABLE>
- ----------------------------
* Filed herewith.
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<PAGE> 1
EXHIBIT 4.2
EARL V. TESSEM
TOREADOR ROYALTY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of May 15, 1997, by and between Toreador Royalty Corporation, a
Delaware corporation (the "Company"), and Earl V. Tessem ("Optionee");
W I T N E S S E T H:
WHEREAS, Optionee provides consulting services ("Services") to the Company; and
WHEREAS, the Company desires to extend to Optionee the opportunity to
acquire Common Stock as an added incentive for Optionee to continue providing
Services to the Company and to advance the interests of the Company; and
WHEREAS, the Board of Directors of the Company has authorized and
approved the grant of non-qualified stock options to Optionee subject to the
terms and conditions herein provided; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. The Company hereby grants
to Optionee as of the date of this Agreement (the "Grant Date"), subject to the
provisions of Section 2 hereof and as hereinafter set forth, an option (the
"Option") to purchase 15,000 shares of Common Stock, par value $.15625 per
share, of the Company ("Common Stock") at the price of $2.50 per share, at any
time or (with respect to partial exercises) from time to time during a period
commencing on the first anniversary of the Grant Date and ending on May 15,
2007, (the "Option Period"), provided that the number of shares purchasable
hereunder in any period or periods of time during which the Option is exercised
shall be limited as follows:
(a) only 33 1/3% of such shares (if a fractional number,
then the next lower whole number) are purchasable, in whole at any
time or in part from time to time, commencing May 15, 1998, if
Optionee provides Services to the Company until that date;
<PAGE> 2
(b) an additional 33 1/3% of such shares (if a fractional
number, then the next lower whole number) are purchasable, in whole at
any time or in part from time to time, commencing May 15, 1999, if
Optionee provides Services to the Company until that date;
(c) the remainder of such shares are purchasable, in
whole at any time or in part from time to time, commencing May 15,
2000, if Optionee provides Services to the Company until that date.
2. Termination of Service. Any provision of Section 1 hereof to
the contrary notwithstanding:
(a) If Optionee ceases to provide Services to the Company
on account of Optionee's fraud, dishonesty or intentional
misrepresentation, then the Option shall automatically terminate and
be of no further force or effect as of the date Optionee ceases to
provide Services to the Company;
(b) If Optionee shall die during the Option Period while
providing Services to the Company, the Option may be exercised, to the
extent that Optionee was entitled to exercise it at the date of
Optionee's death, within one year after such death (if otherwise
within the Option Period), but not thereafter, by the executor or
administrator of the estate of Optionee or by the person or persons
who shall have acquired the Option directly from Optionee by bequest
or inheritance; and
(c) If Optionee ceases to provide Services to the Company
for any reason (other than the circumstances specified in paragraphs
(a) and (b) of this Section 2) within the Option Period, the Option
may be exercised, to the extent Optionee was able to do so at the date
of termination of Services, within three (3) months after such
termination (if otherwise within the Option Period), but not
thereafter.
3. Exercise During Service. Except as provided in Section 2
hereof, the Option may not be exercised unless Optionee is at the time of
exercise providing Services to the Company.
4. Exercise of Option. The Option may be exercised by written
notice signed by Optionee and delivered to the Secretary of the Company or sent
by United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary) at its corporate office in
Dallas, Texas. Such notice shall state the number of
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<PAGE> 3
shares as to which the Option is exercised and shall be accompanied by the full
amount of the purchase price of such shares, in cash or by check. Any such
notice shall be deemed given on the date on which the same was deposited in a
regularly maintained receptacle for the deposit of United States mail,
addressed and sent as above-stated, or, in the case of hand delivery, on the
date of receipt thereof by the Secretary of the Company. In the event of
Optionee's death, the executor or administrator of Optionee's estate (or anyone
who shall have acquired the Option by will or pursuant to the laws of descent
and distribution) may exercise the Option in accordance with the provisions of
this Agreement.
5. Delivery of Certificates Upon Exercise of the Option.
Delivery of a certificate or certificates representing the purchased shares of
Common Stock shall be made promptly after receipt of notice of exercise and
payment of the purchase price. If the Company so elects, its obligation to
deliver shares of Common Stock upon the exercise of the Option shall be
conditioned upon its receipt from the person exercising the Option of an
executed investment letter, in form and content satisfactory to the Company and
its legal counsel, evidencing the investment intent of such person and such
other matters as the Company may reasonably require. It the Company so elects,
the certificate or certificates representing the shares of Common Stock issued
upon exercise of the Option shall bear a legend in substantially the following
form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO
THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
6. Adjustments Upon Changes in Common Stock. In the event that
before delivery by the Company of all the shares in respect of which the Option
is granted, the Company shall have effected a Common Stock split or dividend
payable in Common Stock, or the outstanding Common Stock of the Company shall
have been combined into a smaller number of shares, the shares still subject to
the Option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
price per share shall be decreased or increased so that the aggregate purchase
price
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<PAGE> 4
for all the then optioned shares shall remain the same as immediately prior to
such split, dividend or combination. In the event of a reclassification of
Common Stock not covered by the foregoing, or in the event of a liquidation,
separation or reorganization, including a merger, consolidation or sale of
assets, the Board shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares still subject to
the Option. The provisions of this Section 6 shall only be applicable if, and
only to the extent that, the application thereof does not conflict with any
valid governmental statute, regulation or rule.
7. Transferability. The Option evidenced hereby is not
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined in the Code or
in Title I of the Employee Retirement Income Security Act of 1974, as amended,
and during the lifetime of Optionee is exercisable only by Optionee.
8. Applicable Law. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent preempted by Federal law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The "Company"
TOREADOR ROYALTY CORPORATION
By: /S/ JOHN MARK MCLAUGHLIN
----------------------------
John Mark McLaughlin
Chairman of the Board and President
"Optionee"
/S/ EARL V. TESSEM
----------------------------
Earl V. Tessem
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<PAGE> 1
EXHIBIT 4.3
DONALD D. DRURY
TOREADOR ROYALTY CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), made and
entered into as of May 15, 1997, by and between Toreador Royalty Corporation, a
Delaware corporation (the "Company"), and Donald D. Drury ("Optionee");
W I T N E S S E T H:
WHEREAS, Optionee provides consulting services ("Services") to the
Company; and
WHEREAS, the Company desires to extend to Optionee the opportunity to
acquire Common Stock as an added incentive for Optionee to continue providing
Services to the Company and to advance the interests of the Company; and
WHEREAS, the Board of Directors of the Company has authorized and
approved the grant of non-qualified stock options to Optionee subject to the
terms and conditions herein provided; and
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows:
1. Grant of Option and Option Period. The Company hereby grants
to Optionee as of the date of this Agreement (the "Grant Date"), subject to the
provisions of Section 2 hereof and as hereinafter set forth, an option (the
"Option") to purchase 10,000 shares of Common Stock, par value $.15625 per
share, of the Company ("Common Stock") at the price of $2.50 per share, at any
time or (with respect to partial exercises) from time to time during a period
commencing on the first anniversary of the Grant Date and ending on May 15,
2007, (the "Option Period"), provided that the number of shares purchasable
hereunder in any period or periods of time during which the Option is exercised
shall be limited as follows:
(a) only 33 1/3% of such shares (if a fractional number,
then the next lower whole number) are purchasable, in whole at any
time or in part from time to time, commencing May 15, 1998, if
Optionee provides Services to the Company until that date;
<PAGE> 2
(b) an additional 33 1/3% of such shares (if a fractional
number, then the next lower whole number) are purchasable, in whole at
any time or in part from time to time, commencing May 15, 1999, if
Optionee provides Services to the Company until that date;
(c) the remainder of such shares are purchasable, in
whole at any time or in part from time to time, commencing May 15,
2000, if Optionee provides Services to the Company until that date.
2. Termination of Service. Any provision of Section 1 hereof to
the contrary notwithstanding:
(a) If Optionee ceases to provide Services to the Company
on account of Optionee's fraud, dishonesty or intentional
misrepresentation, then the Option shall automatically terminate and
be of no further force or effect as of the date Optionee ceases to
provide Services to the Company;
(b) If Optionee shall die during the Option Period while
providing Services to the Company, the Option may be exercised, to the
extent that Optionee was entitled to exercise it at the date of
Optionee's death, within one year after such death (if otherwise
within the Option Period), but not thereafter, by the executor or
administrator of the estate of Optionee or by the person or persons
who shall have acquired the Option directly from Optionee by bequest
or inheritance; and
(c) If Optionee ceases to provide Services to the Company
for any reason (other than the circumstances specified in paragraphs
(a) and (b) of this Section 2) within the Option Period, the Option
may be exercised, to the extent Optionee was able to do so at the date
of termination of Services, within three (3) months after such
termination (if otherwise within the Option Period), but not
thereafter.
3. Exercise During Service. Except as provided in Section 2
hereof, the Option may not be exercised unless Optionee is at the time of
exercise providing Services to the Company.
4. Exercise of Option. The Option may be exercised by written
notice signed by Optionee and delivered to the Secretary of the Company or sent
by United States registered or certified mail, postage prepaid, addressed to
the Company (to the attention of its Secretary) at its corporate office in
Dallas, Texas. Such notice shall state the number of
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<PAGE> 3
shares as to which the Option is exercised and shall be accompanied by the full
amount of the purchase price of such shares, in cash or by check. Any such
notice shall be deemed given on the date on which the same was deposited in a
regularly maintained receptacle for the deposit of United States mail,
addressed and sent as above-stated, or, in the case of hand delivery, on the
date of receipt thereof by the Secretary of the Company. In the event of
Optionee's death, the executor or administrator of Optionee's estate (or anyone
who shall have acquired the Option by will or pursuant to the laws of descent
and distribution) may exercise the Option in accordance with the provisions of
this Agreement.
5. Delivery of Certificates Upon Exercise of the Option.
Delivery of a certificate or certificates representing the purchased shares of
Common Stock shall be made promptly after receipt of notice of exercise and
payment of the purchase price. If the Company so elects, it obligation to
deliver shares of Common Stock upon the exercise of the Option shall be
conditioned upon its receipt from the person exercising the Option of an
executed investment letter, in form and content satisfactory to the Company and
its legal counsel, evidencing the investment intent of such person and such
other matters as the Company may reasonably require. It the Company so elects,
the certificate or certificates representing the shares of Common Stock issued
upon exercise of the Option shall bear a legend in substantially the following
form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED UNLESS SUCH SHARES ARE FIRST REGISTERED
THEREUNDER OR UNLESS THE COMPANY RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO THE COMPANY, TO
THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
6. Adjustments Upon Changes in Common Stock. In the event that
before delivery by the Company of all the shares in respect of which the Option
is granted, the Company shall have effected a Common Stock split or dividend
payable in Common Stock, or the outstanding Common Stock of the Company shall
have been combined into a smaller number of shares, the shares still subject to
the Option shall be increased or decreased to reflect proportionately the
increase or decrease in the number of shares outstanding, and the purchase
price per share shall be decreased or increased so that the aggregate purchase
price
-3-
<PAGE> 4
for all the then optioned shares shall remain the same as immediately prior to
such split, dividend or combination. In the event of a reclassification of
Common Stock not covered by the foregoing, or in the event of a liquidation,
separation or reorganization, including a merger, consolidation or sale of
assets, the Board shall make such adjustments, if any, as it may deem
appropriate in the number, purchase price and kind of shares still subject to
the Option. The provisions of this Section 6 shall only be applicable if, and
only to the extent that, the application thereof does not conflict with any
valid governmental statute, regulation or rule.
7. Transferability. The Option evidenced hereby is not
transferable otherwise than by will or by the laws of descent and distribution
or pursuant to a qualified domestic relations order as defined in the Code or
in Title I of the Employee Retirement Income Security Act of 1974, as amended,
and during the lifetime of Optionee is exercisable only by Optionee.
8. Applicable Law. All questions arising with respect to the
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent preempted by Federal law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The "Company"
TOREADOR ROYALTY CORPORATION
By: /S/ JOHN MARK MCLAUGHLIN
----------------------------
John Mark McLaughlin
Chairman of the Board and President
"Optionee"
/S/ DONALD D. DRURY
----------------------------
Donald D. Drury
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<PAGE> 1
EXHIBIT 5.1
[THOMPSON & KNIGHT LETTERHEAD]
October 30, 1997
Toreador Royalty Corporation
530 Preston Commons West
8117 Preston Road
Dallas, TX 75225
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel for Toreador Royalty Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of
55,000 shares (the "Shares") of the Company's Common Stock, par value $.15625
per share, for issuance pursuant to the Company's non-qualified options granted
to certain of the Company's consultants (collectively, the "Options").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, agreements and other instruments,
certificates of public officials and of officers of the Company, and other
instruments and documents as we have deemed necessary to require as a basis for
the opinion hereinafter expressed. We have also participated in the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission relating to registration of the Shares under the Securities Act.
On the basis of the foregoing, it is our opinion the Shares have been
duly authorized by the Company and, when issued in accordance with the terms of
the Options, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT
A Professional Corporation
By: /s/ JOE DANNENMAIER
----------------------------
Joe Dannenmaier, Attorney
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 17, 1997 appearing
on page F-2 of Toreador Royalty Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Dallas, Texas
October 30, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
estimates of reserves, included in the Annual Report on Form 10-K of Toreador
Royalty Corporation for the fiscal year ended December 31, 1996.
/s/ HARLAN CONSULTING
HARLAN CONSULTING
Dallas, Texas
October 30, 1997
