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EXHIBIT 5
[XXXXXXXX, XXXXXXXX, XXXXXXX, XXXXXXXX, XXXXXXX, XXXXXX,
XXXXXXXX & XXXXX, L.L.P. LETTERHEAD]
August 20, 1997
Lone Star International Energy, Inc.
000 Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxx 00000
Re: Consulting Agreement by and between Xxxxxxx X.
Xxxxxxx and the Company;
Consulting Agreement by and between Xxxxx X. XxXxx and the
Company;
Consulting Agreement by and between Xxxxx XxxXxxxxxxx and
the Company
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Lone Star International Energy, Inc., a Nevada
corporation formerly known as Cumberland Companies (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to 1,250,000 shares of common
stock, $.001 par value, of the Company (the "Common Stock"), to be issued
from time to time pursuant to the above-referenced Plans, certain legal matters
in connection with the Common Stock are being passed upon for you by us. At
your request, this opinion is being furnished to you for filing as Exhibit 5 to
the Registration Statement.
The Plans provide for the issuance to certain individual consultants named
therein of shares of common stock of the Company in exchange for professional
services rendered by them as described therein. As used herein, the term
"Shares" shall mean the Shares issuable to such individuals.
In our capacity as your counsel in connection referred to above, we have
examined the Plans, the Company's Articles of Incorporation, and its Bylaws,
each as amended to date, and have examined the originals, or copies certified
or otherwise identified, of corporate records of the Company, including minute
books
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Lone Star International Energy, Inc.
July 13, 1995
Page 2
of the Company as furnished to us by the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
or documents, a basis for the opinions hereinafter expressed.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
Based upon our examination as aforesaid and subject to assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
3. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Nevada.
2. Upon the issuance and delivery of such Shares upon the
receipt of the consideration stated in the Plans, such Shares will be
validly issued, fully paid and nonassesable.
We do not express any opinion herein on any other respect of the Shares
the effect of any equitable principles or fiduciary considerations relating to
the adoption of the Plans or the issuance of the Shares, or the enforceability
of any particular provisions of the Plans.
The opinions set forth above are limited in all respects to matters of
Nevada law as in effect on the date hereof.
We consent to the inclusion in the Registration Statement (Form S-8)
pertaining to the Plans, of this opinion.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxx, Partner
Xxxxx X. Xxxxxxxx, Partner
WMW/jj
