Unassociated Document
EXHIBIT
5.1
[Opinion
of Aboudi & Brounstein]
Zion Oil
& Gas, Inc.
6510
Abrams Road, Suite 300
Dallas,
Texas 75231
July 14,
2010
Ladies
and Gentlemen
We are
special counsel to Zion Oil & Gas, Inc. (the “Company”). We are
rendering this opinion in connection with the proposed issuance by the Company
of (i) 10 million subscription rights (the “Rights”) to purchase
up to 10 million shares of common stock, par value $0.01 per share, of the
Company (the “Common
Stock”) pursuant to a rights offering to holders of the Common Stock as
of May 6, 2010 (collectively, the “Shares”). The Rights
and Shares are being issued and/or offered and sold, as applicable, under a
registration statement on Form S-3 under the Securities Act originally filed
with the Securities and Exchange Commission (the “Commission”) on
January 28, 2010 (Registration Nos. 333-164563) (as amended by pre-effective
Amendment No.1, the “Registration
Statement”), including a base prospectus dated April 16, 2010 (the “Base Prospectus”) and
a prospectus supplement dated April 28, 2010 (the “Prospectus
Supplement” and together with the Base Prospectus the “Prospectus”).
In
connection therewith, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including: (i) the organizational documents of the Company,
including the Amended and Restated Certificate of Incorporation and the Restated
By-laws of the Company, (ii) minutes and records of the corporate
proceedings of the Company with respect to the Registration Statement and the
Issuance, (iii) the Registration Statement and the exhibits thereto and the
Prospectus and (iv) the form of subscription rights certificate in respect
of the Rights.
For
purposes of this opinion, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed the legal capacity of all
natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. We have not independently established or
verified any facts relevant to the opinions expressed herein, but have relied
upon statements and representations of officers and other representatives of the
Company. We have also assumed that the stock certificates evidencing the Shares
will conform to the specimen common stock certificate examined by us and will be
duly executed and delivered.
Based
upon and subject to the qualifications, assumptions and limitations set forth
herein, we are of the opinion that:
1) The
Rights were duly authorized and, when issued, were the valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except to the extent that enforcement thereof may be limited by
(a) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
2) When
the Shares are issued and delivered against payment therefor upon due exercise
of Rights as contemplated in the Prospectus, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
Our
opinion expressed above is subject to the qualification that we express no
opinion as to the applicability of, compliance with, or effect of any laws
except the General Corporation Law of the State of Delaware (including the
statutory provisions, all applicable provisions of the Delaware constitution and
reported judicial decisions interpreting the foregoing).
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Company’s Current Report on Form 8-K and to its incorporation by reference into
the Registration Statement. We also consent to the reference to our firm under
the heading “Legal Matters” in the Prospectus constituting part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
We do not find it necessary for
the purposes of this opinion, and accordingly we do not purport to cover
herein, the application of the securities or “Blue Sky” laws of the various
states to the Issuance.
This
opinion is limited to the specific issues addressed herein, and no opinion may
be inferred or implied beyond that expressly stated herein. This opinion speaks
only as of the date hereof and we assume no obligation to revise or supplement
this opinion after the date hereof should the General Corporation Law of the
State of Delaware be changed by legislative action, judicial decision or
otherwise after the date hereof.
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Very
truly yours, |
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/s/
Aboudi & Brounstein |
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Aboudi
& Brounstein |
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