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EXHIBIT 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
January 12, 2001
Toreador Resources Corporation
4809 Cole Avenue
Suite 108
Dallas, Texas 75205
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Toreador Resources 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 up
to 143,040 shares (the "Shares") of the Company's Common Stock, par value
$.15625 per share, for issuance pursuant to options granted to Earl E. Rossman,
Jr., Kenneth R. Whiting, Linda Marantica, Jeannette R. Stevenson, Donna Wiens
and Larry W. Morgan (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 validly 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,
/s/ HAYNES AND BOONE, LLP
HAYNES AND BOONE, LLP
