XXXXXXX X. XXXXXXX
ATTORNEY AT LAW
0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxx, Xxxx 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
May 11, 2001
Trans Energy, Inc.
000 Xxxxxx Xxxxxx
Xx. Xxxxx, Xxxx Xxxxxxxx 00000
Re: Form S-8 Registration Statement
Xxxxxxx Xxxx Consulting Agreement - March 21, 2001
S.E.C. File No. 0-23530
To the Board of Directors:
I have acted as counsel to Trans Energy, Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of the Company's registration statement on Form
S-8 (the "Registration Statement") relating to the registration under the Act of
shares of the Company's common stock, $.001 par value ("Common Stock") which may
be issued under an agreement for consulting services (the "Agreement").
In rendering this opinion, I have examined the Registration Statement
as well as a copy of the Company's Articles of Incorporation and all amendments
thereto, By-Laws, minutes of corporate proceedings, and other corporate
documents with respect to the issuance of the Common Stock. I have been
furnished with originals, or copies certified to my satisfaction, of all such
corporate or other records of the Company (the "Corporate Records") and I have
made such other legal and factual examinations and inquiries as I have
considered necessary as a basis for the opinions expressed herein. In the
examination of the Corporate Records, I have presumed the authenticity of all
signatures which existed on the Corporate Records and have presumed the veracity
and regularity of all Corporate Records. I have also reviewed such statutes and
judicial precedents as deemed relevant and necessary as a basis for the opinion
hereinafter expressed.
As to the question of fact material to this opinion letter, I have
relied upon the representations and warranties, certificates of and
conversations and correspondences with, officers and representatives of the
Company. Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Nevada.
2. The shares of Common Stock subject to the Registration
Statement have been legally and validly authorized under the
Articles of Incorporation and, when issued and sold in
accordance with the terms of the Agreement and the manner
contemplated by the Registration Statement, will be duly and
validly issued and outstanding, fully paid and nonassessable.
This opinion is limited to the laws of the State of Nevada and the
Nevada Revised Statutes and no opinion is expressed with respect to the laws of
any other jurisdiction.
I further consent to you filing this opinion with the Commission as an
exhibit to the Registration Statement on Form S-8. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
the prior written consent of the undersigned. This opinion is based on my
knowledge of the law and facts as of the date hereof. I assume no duty to
communicate with you with respect to any matter which comes to my attention
hereafter.
The undersigned hereby acknowledges that as of the date hereof, I am
the beneficial owner of 300,000 shares of the Company's common stock.
Yours truly,
/S/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
