Exhibit 5.1
AKIN GUMP STRAUSS HAUER & FELD LLP
Attorneys at Law
July 20, 2004
Gulfport Energy Corporation
14313 North May Avenue
Suite 100
Oklahoma City, Oklahoma 73134
Ladies and Gentlemen:
We have acted as counsel to Gulfport Energy Corporation, a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
registration statement on Form SB-2, File No. 333-115396, filed on May 12, 2004,
as amended (the "Registration Statement"), with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations promulgated thereunder, of (1) 10,000,000
transferable subscription rights (the "Rights") distributed in connection with
the rights offering and (2) up to 10,000,000 shares of the Company's Common
Stock, par value $0.01 per share (the "Common Stock," together with the Rights,
the "Securities"), issuable upon exercise of the Rights.
We have examined originals or certified copies of such corporate records of
the Company and other certificates and documents of officials of the Company,
public officials and others as we have deemed appropriate for purposes of this
letter. We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and the conformity to authentic
original documents of all copies submitted to us as conformed, certified or
reproduced copies. In addition, we have assumed that the amendment to the
Company's Certificate of Incorporation increasing the authorized number of
shares of Common Stock from 20,000,000 to 35,000,000, which amendment was
approved by the Company's Board of Directors by unanimous written consent dated
April 14, 2004 and by stockholders holding a majority of the outstanding Common
Stock by written consent dated April 15, 2004, will be filed with the Secretary
of State of the State of Delaware prior to the issuance of any shares of Common
Stock under the Registration Statement.
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that the Securities have been duly authorized, and (i) when the Registration
Statement has become effective under the Securities Act, (ii) upon issuance of
the Rights in conformity with and pursuant to the Registration Statement and
(iii) upon issuance, sale and delivery of the shares of Common Stock upon the
exercise of Rights in accordance with the terms described in the Registration
Statement, such Securities will be validly issued, fully paid and
non-assessable.
The opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware.
Gulfport Energy Corporation
July 20, 2004
Page 2
B. This law firm is a registered limited liability partnership
organized under the laws of the State of Texas.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.
Very truly yours,
/s/AKIN GUMP STRAUSS HAUER & FELD LLP
AKIN GUMP STRAUSS HAUER & FELD LLP
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