May 21, 2008 Gastar Exploration USA, Inc. Houston, Texas 77010 and Vinson & Elkins First City Tower Suite 2500 Houston, TX 77002-6760 Ladies and Gentlemen:
Exhibit 5.3
May 21, 2008
Gastar Exploration USA, Inc.
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First City Tower
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Ladies and Gentlemen:
| Re: | Note Indenture dated as of November 29, 2007 (the “Note Indenture”) by and among Gastar Exploration USA, Inc. (“Gastar”), a Michigan corporation, Gastar Exploration Ltd., an Alberta corporation (the “Parent”), the other guarantors party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as trustee and collateral agent (the “Agent”), providing for the issuance of 12.75% senior secured notes of Gastar in the aggregate principal amount of US$100,000,000 (the “Notes”). |
1. INTRODUCTION
1.1 We have acted as agent counsel in the Province of Alberta to the Parent in connection with execution of the Note Indenture. This opinion is delivered in connection with the filing of a registration statement on Form S-4 with the United States Securities and Exchange Commission with respect to certain exchange notes to be issued by Gastar under the Note Indenture (the “Registration Statement”).
2. EXAMINATION OF DOCUMENTS
2.1 In our representation of the Parent, we have not participated in the preparation or negotiation of, but have examined an executed facsimile or electronic counterpart of each of the following (collectively, the “Note Documents”):
| (a) | the Note Indenture; |
| (b) | a notation of guaranty dated as of November 29, 2007 from the Parent and the other guarantors party thereto in favour of the Agent with respect to the obligations and liabilities of Gastar to the holders of the Notes; and |
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▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ | Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Q.C. (1890-1982) | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Q.C., Counsel | The Hon.W. ▇▇▇▇▇▇▇ ▇▇▇▇▇ C.M., Q.C., LL.D., Counsel |
| Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP |
May 21,2008 Page 2 |
| (c) | a registration rights agreement dated as November 29, 2007 among Gastar, the Parent and the other guarantors party thereto to provide for certain registration rights to the holders of the Notes. |
2.2 We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:
| (a) | the articles and by-laws of the Parent; |
| (b) | a resolution of the board of directors of the Parent (i) dated November 27, 2007, authorizing, among other things, the execution, delivery and performance of each of the Note Documents, and (ii) dated April 10, 2008 authorizing, among other things, the filing of the Registration Statement; |
| (c) | a certificate of status dated as of May 21, 2008 issued in respect of the Parent (the “Certificate of Status”) issued by the Alberta Registrar of Corporations, pursuant to the Business Corporations Act (Alberta); and |
| (d) | certificates of an officer of the Parent dated as of November 29, 2007 and May 20, 2008 with respect to its constating documents, directors’ resolutions, incumbency and with respect to certain factual matters (collectively, the “Officer’s Certificate”). |
2.3 As to matters of fact material to the opinions hereinafter expressed, we have relied solely and without independent verification upon the Officer’s Certificate referred to above.
2.4 For the purposes of the opinions expressed in paragraph 5.1 we have relied exclusively upon the Certificate of Status.
3. ASSUMPTIONS
3.1 In making such examinations, we have, with your permission, assumed:
| (a) | the genuineness of all signatures to the Note Documents and the legal capacity at all relevant times of individuals signing any documents; |
| (b) | the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, telecopied, electronic or photocopied copies and the truthfulness and accuracy of the corporate records of the Parent and all certificates of public officials and officers of the Parent; |
| (c) | the Agent and party to the Note Documents (other than the Parent) is authorized and has the power to enter into and perform its obligations under the Note Documents to which it is a party; and |
| (d) | the due authorization, execution and delivery of all Note Documents by each party thereto other than the Parent. |
4. LAWS ADDRESSED
4.1 The opinions expressed herein are limited solely to laws of the Province of Alberta and the federal laws of Canada applicable therein.
| Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP |
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5. OPINIONS
Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that:
5.1 The Parent is a corporation duly amalgamated and existing under the laws of the Province of Alberta.
5.2 The execution and delivery by the Parent of the Note Documents and the performance by the Parent of the Note Documents are within the corporate power and authority of the Parent and have been duly authorized by all necessary action by the Parent.
5.3 Each of the Note Documents has been duly executed by the Parent as a matter of corporate law in compliance with the laws of Alberta and in accordance with the provisions of its articles and bylaws.
5.4 Neither the execution, delivery or performance by Parent of the Note Documents nor the consummation of any transactions contemplated therein will:
| (a) | conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise); or |
| (b) | require the consent of any person (other than consents already obtained). |
under or pursuant to the articles and by-laws of the Parent.
6. RELIANCE LIMITATION
6.1 This opinion is furnished solely for the benefit of the addressees hereof and is not to be quoted in whole or in part or otherwise referred to or disclosed to any other Person or in any other transaction, other than filing of this opinion as an Exhibit to the Registration Statement with the United States Securities and Exchange Commission. This opinion is given as of the date hereof and we disclaim any obligation or undertaking to advise you of a change in law or fact affecting or bearing upon the opinions rendered herein occurring after the date hereof which may come or be brought to our attention.
Yours very truly,
Burnet, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP