S-1MEF

As filed with the Securities and Exchange Commission on May 2, 2012

Registration No. 333-             

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pacific Coast Oil Trust	Pacific Coast Energy Company LP
(Exact Name of co-registrant as specified in its charter)	(Exact Name of co-registrant as specified in its charter)
Delaware	Delaware
(State or other jurisdiction of incorporation or organization)	(State or other jurisdiction of incorporation or organization)
1311	1311
(Primary Standard Industrial Classification Code Number)	(Primary Standard Industrial Classification Code Number)
80-6216242	20-1241171
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
919 Congress Avenue, Suite 500 Austin, Texas 78701 (512) 236-6599	515 South Flower Street, Suite 4800 Los Angeles, California 90071 (213) 225-5900 Attention: Gregory C. Brown
(Address, including zip code, and telephone number, including area code, of co-registrant’s Principal Executive Offices)	(Address, including zip code, and telephone number, including area code, of co-registrant’s Principal Executive Offices)
The Bank of New York Mellon Trust Company, N.A., Trustee 919 Congress Avenue, Suite 500 Austin, Texas 78701 (512) 236-6599 Attention: Michael J. Ulrich (Name, address, including zip code, and telephone number, including area code, of agent for service)	Gregory C. Brown 515 South Flower Street, Suite 4800 Los Angeles, California 90071 (213) 225-5900 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sean T. Wheeler Steven B. Stokdyk Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400	Gerald M. Spedale Baker Botts L.L.P. 910 Louisiana, Suite 3200 Houston, Texas 77002 (713) 229-1234

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-178928

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  þ	Smaller reporting company  ¨
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Common Unit(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(3)
Units of Beneficial Interest in Pacific Coast Oil Trust	21,275,000	$20.00	$425,500,000	$48,762.30

(1) Includes trust units issuable upon exercise of the underwriters’ option to purchase additional trust units.

(2) Based upon the public offering price.

(3) The co-registrants have previously paid $39,537 in connection with their Registration Statement on Form S-1 (File No. 333-178928) filed on January 6, 2012 and $8,895.83 in connection with the filing of Amendment No. 5 to such Registration Statement on April 19, 2012.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

Explanatory Note

This registration statement is being filed with respect to the registration of additional units of beneficial interest in Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Registration No. 333-178928), initially filed by the Trust and Pacific Coast Energy Company LP, a Delaware limited partnership, with the Securities and Exchange Commission on January 6, 2012, as amended by Amendment No. 1 thereto filed on February 10, 2012, Amendment No. 2 thereto filed on February 17, 2012, Amendment No. 3 thereto filed on March 16, 2012, Amendment No. 4 thereto filed on April 6, 2011, Amendment No. 5 thereto filed on April 20, 2012 and Amendment No. 6 thereto filed on April 26, 2011, and which was declared effective on May 2, 2012, including the exhibits thereto, are incorporated herein by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

All exhibits previously filed or incorporated by reference in the co-registrants’ Registration Statement on Form S-1, as amended (File No. 333-178928), are incorporated by reference into, and shall be deemed to be a part of this filing, except for the following, which are filed herewith:

Exhibit Number		Description
5.1	—	Opinion of Richards, Layton & Finger P.A. as to the validity of the trust units.
5.2	—	Opinion of Latham & Watkins LLP.
8.1	—	Opinion of Latham & Watkins LLP relating to tax matters.
23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of PricewaterhouseCoopers LLP.
23.3	—	Consent of Richards, Layton & Finger P.A. (contained in Exhibit 5.1).
23.4	—	Consent of Latham & Watkins LLP (contained in Exhibit 8.1).
23.5	—	Consent of Netherland, Sewell & Associates, Inc.
24.1	—	Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-178928) initially filed with the Securities and Exchange Commission on January 6, 2012 and incorporated by reference herein).

(b) Financial Statement Schedules.

No financial statement schedules are required to be included herewith or they have been omitted because the information required to be set forth therein is not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 2, 2012.

Pacific Coast Energy Company LP
	By: PCEC (GP) LLC, its general partner
		By:	/s/ Randall H. Breitenbach
		Randall H. Breitenbach
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and the dates indicated.

Signature	Title	Date
/s/ Randall H. Breitenbach Randall H. Breitenbach	Chief Executive Officer of PCEC (GP) LLC and Board Representative (Principal Executive Officer)	May 2, 2012
* Halbert S. Washburn	President of PCEC (GP) LLC and Board Representative (Principal Executive Officer)	May 2, 2012
* James G. Jackson	Chief Financial Officer of PCEC (GP) LLC and Board Representative (Principal Financial Officer)	May 2, 2012
* Lawrence C. Smith	Controller of PCEC (GP) LLC (Principal Accounting Officer)	May 2, 2012
* Howard Hoffen	Board Representative	May 2, 2012
* Gregory D. Myers	Board Representative	May 2, 2012
* V. Frank Pottow	Board Representative	May 2, 2012

*By:	/s/ Randall H. Breitenbach
	Randall H. Breitenbach
	Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 2, 2012.

Pacific Coast Oil Trust
	By: Pacific Coast Energy Company LP
		By: PCEC (GP) LLC, its general partner
			By:	/s/ Randall H. Breitenbach
			Randall H. Breitenbach
			Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
5.1	—	Opinion of Richards, Layton & Finger P.A. as to the validity of the trust units.
5.2	—	Opinion of Latham & Watkins LLP.
8.1	—	Opinion of Latham & Watkins LLP relating to tax matters.
23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of PricewaterhouseCoopers LLP.
23.3	—	Consent of Richards, Layton & Finger P.A. (contained in Exhibit 5.1).
23.4	—	Consent of Latham & Watkins LLP (contained in Exhibit 8.1).
23.5	—	Consent of Netherland, Sewell & Associates, Inc.
24.1	—	Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-178928) initially filed with the Securities and Exchange Commission on January 6, 2012 and incorporated by reference herein).

EX-5.1

Exhibit 5.1

May 2, 2012

Pacific Coast Oil Trust

919 Congress Avenue, Suite 500

Austin, Texas 78701

Re: Pacific Coast Oil Trust

Ladies and Gentlemen:

We have acted as special Delaware counsel for Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

(a) The certificate of trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on January 3, 2012 (the “Certificate of Trust”);

(b) The Trust Agreement, dated as of January 3, 2012, by and among Pacific Coast Energy Company, LP, a Delaware limited partnership, as trustor (the “Trustor”), Wilmington Trust, National Association, a national banking association, as Delaware trustee (the “Delaware Trustee”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as issuer trustee (the “Issuer Trustee”);

(c) A form of Amended and Restated Trust Agreement to be entered into by an among the Trustor, the Delaware Trustee and the Issuer Trustee (the “Trust Agreement”) filed as an exhibit to the Registration Statement referred to below;

(d) The Registration Statement on Form S-1, as amended, filed by the Trust on January 6, 2012 with the Securities and Exchange Commission (the “Registration Statement”), including a prospectus (the “Prospectus”) relating to the Trust Units (as defined in the Trust Agreement) (the “Trust Units”); and

Pacific Coast Oil Trust

May 2, 2012

Page 2

(e) A Certificate of Good Standing for the Trust, dated May 2, 2012, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the formation, operation and termination of the Trust, and that the Trust Agreement and the Certificate of Trust will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties (other than the Trust) to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the payment by each Person to whom a Trust Unit is to be issued by the Trust (collectively, the “Trust Unitholders”) for such Trust Unit, in accordance with the Trust Agreement and as contemplated by the Registration Statement, (vii) that the Trust Units will be issued and sold to the Trust Unitholders in accordance with the Trust Agreement and as contemplated by the Registration Statement and (viii) that an entry of a notation in an ownership ledger of the Trust maintained for such purpose will be made for each Trust Unit to evidence the ownership thereof as contemplated by the Trust Agreement. We have not participated in the preparation of the Registration Statement (other than this opinion) and assume no responsibility for its contents except for this opinion.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

Pacific Coast Oil Trust

May 2, 2012

Page 3

1. The Trust has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et. seq.

2. When issued, the Trust Units will be validly issued, fully paid and nonassessable beneficial interests in the Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. We hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

EAM/CYG

EX-5.2

Exhibit 5.2

	811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM /AFFILIATE OFFICES
	Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

May 2, 2012

Pacific Coast Energy Company LP

515 South Flower Street, Suite 4800

Los Angeles, California 90071

Re: Pacific Coast Oil Trust

Ladies and Gentlemen:

We have acted as special counsel to Pacific Coast Energy Company LP, a Delaware limited partnership (the “Company”), in connection with the proposed issuance of trust units (the “Trust Units”) representing beneficial interests in Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”). The Trust Units are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 6, 2012 (Registration Nos. 333–178928 and 333-178928-01) (such registration statement, as amended as of the effective date thereof, together with the registration statement filed by the Company and the Trust on the date hereof pursuant to Rule 462(b) promulgated under the Act, being collectively referred to herein as the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. We have examined, among other things, the following:

(a) the certificate of limited partnership of the Company, as filed with the office of the Secretary of State of the State of Delaware on June 15, 2004;

(b) the Limited Partnership Agreement of the Company, dated June 15, 2004, and the Amended and Restated Limited Partnership Agreement of the Company, dated October 1, 2007;

(c) the Certificate of Amendment to Certificate of Limited Partnership, dated December 20, 2011, as filed with the office of the Secretary of State of the State of Delaware;

May 2, 2012

Page 2

(d) the certificate of trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware on January 3, 2012;

(e) the Trust Agreement, dated as of January 3, 2012, by and among the Company, as trustor, Wilmington Trust, National Association, as Delaware trustee, and The Bank of New York Mellon Trust Company, N.A., as issuer trustee (the “Trust Agreement”); and

(f) the form of Amended and Restated Trust Agreement of the Trust filed as an exhibit to the Registration Statement (the “Amended and Restated Trust Agreement” and, together with the Trust Agreement, the “Trust Documents”).

With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We have assumed further that the Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power, authority and legal right to issue the Trust Units under the Amended and Restated Trust Agreement. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, as of the date hereof:

1. The Company is a limited partnership duly formed and validly existing under the laws of the State of Delaware with limited partnership power and authority to execute and deliver the Trust Documents. With your consent, based solely on certificates from public officials, we confirm that the Company is validly existing and in good standing under the laws of the State of Delaware.

2. The execution, delivery and performance of the Trust Documents have been duly authorized by all necessary limited partnership action of the Company, and the Trust Agreement has been duly executed and delivered by the Company.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such 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 thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

LATHAM & WATKINS LLP

EX-8.1

Exhibit 8.1

	811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES
May 2, 2012	Abu Dhabi Barcelona Beijing Boston Brussels Chicago Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan	Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Pacific Coast Oil Trust

919 Congress Avenue, Suite 500

Austin, Texas 78701

Re: Pacific Coast Oil Trust

Ladies and Gentlemen:

We have acted as counsel to Pacific Coast Oil Trust, a Delaware statutory trust (the “Trust”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale of up to an aggregate of 21,275,000 units representing beneficial interests in the Trust (the “Trust Units”).

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Trust as to factual matters through a certificate of an officer authorized to sign on behalf of Pacific Coast Energy Company LP, the trust grantor (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations concerning the business, properties and governing documents of the Trust, as set forth in the Trust’s Registration Statement on Form S-1 (File No. 333-178928), as amended as of the effective date thereof, together with the registration statement filed by the Trust on the date hereof pursuant to Rule 462(b) promulgated under the Securities Act and relating to the Trust Units, to which this opinion is an exhibit (the “Registration Statement”), the Trust’s prospectus dated April 25, 2012, relating to the Trust Units (the “Prospectus”) and the Trust’s responses to our examinations and inquiries.

In our capacity as counsel to the Trust, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion

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Page 2

we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

Based on the facts, assumptions and representations set forth herein, the statements in the Prospectus under the caption “United States Federal Income Tax Considerations,” insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute the opinion of Latham & Watkins LLP as to the material U.S. federal income tax consequences of the matters described therein.

No opinion is expressed as to any matter not discussed herein.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, the Prospectus and the Officer’s Certificate, may affect the conclusions stated herein.

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement and the Prospectus. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including purchasers of the Trust Units in this offering.

We hereby consent to the filing of this opinion as an exhibit to the Prospectus and to the use of our name under the caption “United States Federal Income Tax Considerations” in the Prospectus. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

Latham & Watkins LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated January 6, 2012 relating to the financial statement of Pacific Coast Oil Trust, which appears in the Registration Statement on Form S-1 of Pacific Coast Oil Trust and Pacific Coast Energy Company LP (File No. 333-178928). We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

May 2, 2012

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 5, 2012 relating to the financial statements of Pacific Coast Energy Company LP, which appears in the Registration Statement on Form S-1 of Pacific Coast Oil Trust and Pacific Coast Energy Company LP (File No. 333-178928). We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

May 2, 2012

EX-23.5

Exhibit 23.5

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references in this Registration Statement on Form S-1 to our report of proved reserves, as of December 31, 2011, to the Pacific Coast Energy Company LP interest in the Underlying Properties and to our report of proved reserves, as of December 31, 2011, to the proposed net profits interests to be conveyed to Pacific Coast Oil Trust included in Amendment No. 6 to the Registration Statement on Form S-1 of Pacific Coast Energy Company LP and Pacific Coast Oil Trust, filed on April 26, 2012. We also consent to references to Netherland, Sewell & Associates, Inc. in such Registration Statement, including under the heading “Experts.”

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ J. Carter Henson, Jr. P.E.
	J. Carter Henson, Jr. P.E. Senior Vice President

Houston, Texas

May 2, 2012