| Attached files | ||||||
| File | Filename | |||||
|---|---|---|---|---|---|---|
| 8-K - HYPERDYNAMICS CORP | v181586_8k.htm | |||||
| EX-4.1 - HYPERDYNAMICS CORP | v181586_ex4-1.htm | |||||
| EX-1.1 - HYPERDYNAMICS CORP | v181586_ex1-1.htm | |||||
| EX-99.1 - HYPERDYNAMICS CORP | v181586_ex99-1.htm | |||||
| EX-10.1 - HYPERDYNAMICS CORP | v181586_ex10-1.htm | |||||
Exhibit 5.1
[PATTON
BOGGS LLP LETTERHEAD]
April 20,
2010
Board of
Directors
Hyperdynamics
Corporation
12012
Wickchester Lane
Suite
475
Houston,
TX 77079
Re:
Registration Statement on Form S-3
Dear
Ladies and Gentlemen:
We have
acted as legal counsel to Hyperdynamics Corporation, a Delaware corporation (the
“Company”) in connection with the public offering of 8,153,846 shares of common
stock, $.001 par value (“Common Stock”), of the Company (the “Shares”), warrants
to purchase up to an aggregate of 2,853,846 shares of Common Stock (the
“Warrants”) and shares of Common Stock issuable upon exercise of the Warrants
(the “Warrant Shares” and, together with the Warrants and the Shares, the
“Securities”) to be offered and sold by the Company pursuant to a registration
statement on Form S-3, as amended (Registration No. 333-148287) (the “Initial
Registration Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Act”), a registration statement on Form S-3, as amended (Registration No.
333-166170) filed by the Company with the Commission pursuant to Rule 462(b) of
the Act (the “462(b) Registration Statement” and collectively with the Initial
Registration Statement, the “Registration Statements”), the prospectus dated
February 12, 2008 (the “Base Prospectus”) and the prospectus supplement, dated
April 20, 2010 (the “Prospectus Supplement”). The Base Prospectus and
the Prospectus Supplement are collectively referred to as the
“Prospectus.”
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended (the “Securities
Act”).
In
connection with this opinion, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of (i) the Registration Statements,
(ii) the Prospectus, (iii) a specimen certificate representing the Common Stock,
(iv) the Certificate of Incorporation, as amended, of the Company, (v) the
Bylaws, as amended, of the Company, and (vi) certain resolutions adopted by the
Board of Directors, or a committee thereof, of the Company with respect to the
issuance of the Securities. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and others, and such other documents,
certificates and records, as we have deemed necessary or appropriate as a basis
for the opinion set forth herein. The Shares and Warrants are to be sold to
institutional investors pursuant to a securities purchase agreement dated April
20, 2010 (the “Purchase Agreement”).
In our
examination, we have assumed and have not verified (i) the legal capacity of all
natural persons, (ii) the genuineness of all signatures (other than persons
signing on behalf of the Company), (iii) the authenticity of all documents
submitted to us as originals, (iv) the conformity with the originals of all
documents supplied to us as copies, (v) the accuracy and completeness of all
corporate records and documents made available to us by the Company, and (vi)
that the foregoing documents, in the form submitted to us for our review, have
not been altered or amended in any respect material to our opinion stated
herein. We have relied as to factual matters upon certificates from officers of
the Company and certificates and other documents from public officials and
government agencies and departments, and we have assumed the accuracy and
authenticity of such certificates and documents. We have further assumed that
the Shares and Warrants will be issued and delivered in accordance
with the terms of the Purchase Agreement.
The
following opinion is limited in all respects to the Delaware General Corporation
Law, and we express no opinion as to the laws of any other
jurisdiction.
Based on
the foregoing, and subject to the assumptions, qualifications and limitations
set forth herein, as of the date hereof, we are of the opinion that
1. The Shares been duly authorized
for issuance by all necessary corporate action of the Company, and, when
issued and delivered against payment therefor in accordance with the terms of
the Purchase Agreement, will be validly issued, fully paid and
nonassessable.
2. The Warrants, when issued and
delivered in accordance with the terms and conditions of the Purchase Agreement
and duly executed and delivered by the Company, will constitute valid and
legally binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, arrangement, moratorium and other similar
laws related to or affecting creditors’ rights and to general principles of
equity.
3. The Warrant Shares, when issued
and paid for upon the exercise of the Warrants, and in accordance with the
provisions thereof, will be validly issued, fully paid and
nonassessable.
We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statements. We also consent to the reference to our firm under the
caption “Legal Matters” in the Prospectus. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.
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Very
truly yours,
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/s/
PATTON BOGGS LLP
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PATTON
BOGGS LLP
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