TWDLD — Attorney Letter with Respect to Current Information 1/25/12
TRENT J. WADDOUPS
TAYLOR D. CARR (1944 – 2001)
CARR & WADDOUPS
ATTORNEYS AT LAW, L.L.C.
609 JUDGE BUILDING
8 EAST BROADWAY
SALT LAKE CITY, UTAH 84111
January 20, 2012
TELEPHONE (801) 363-0888
FACSIMILE (801) 363-8512
email: trent@cw-law.net
OTC Markets Group
304 Hudson Street
2nd Floor
New York, NY 10013
RE: Texas Wyoming Drilling, Inc.
Opinion re: current information
Ladies and Gentlemen:
This letter is in response to the request that I express my opinion as to whether adequate
current public information is available concerning Texas Wyoming Drilling, Inc. (the
“Company” or the “Issuer”) and its securities (the “Information”), within the meaning of Rule
144(c)(2) under the Securities Act of 1933. OTC Markets Group is entitled to rely on this letter
in determining whether the Issuer has made adequate current Information publicly available
within the meaning of Rule 144(c)(2), and may publish this letter on the OTC Markets News
Service. I am a U.S. resident, and the law firm of Carr & Waddoups Attorneys at Law, L.L.C.
has been retained by the Issuer for the sole purpose of reviewing the current information supplied
by the Issuer and rendering this letter and related matters.
Facts and Assumptions
In connection with rendering this opinion, I have investigated such matters and examined
such documents as I have deemed necessary. In examining the documents, I have assumed the
genuineness of signatures (both manual and conformed), the authenticity of documents submitted
as originals, the conformity with originals of all documents furnished as copies, and the
correctness of the facts set forth in such documents.
Nothing came to my attention during the course of my investigation that led me to
conclude that any such documents were not genuine or authentic or that the facts set forth therein
were not true. Any opinion expressed herein relates only to the Company and Information. It
should not be relied on by any other person or in connection with any other transaction.
I am authorized to practice law in the State of Utah, and within the United States. This
opinion covers, and is rendered under, the laws of the United States. Further, I am permitted to
practice before the Securities and Exchange Commission (the “SEC”) and have not been
prohibited from practice thereunder.
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January 20, 2012
Inquiry and Investigation
As to matters of fact upon which counsel has relied and obtained, directly or indirectly
from public officials, including officials of OTC Markets Group, and from officers of the
Company and other sources, I have believed such sources to be reliable. I have examined such
corporate records and other documents and such questions of law as counsel considered
necessary or appropriate for purposes of rendering the letter. Based upon such investigation, to
the best of my knowledge, neither the Company, its officers or directors, any holder of 5% or
more of the securities of the Company, nor counsel for the Company is currently under
investigation by any federal or state regulatory authority for any violation of federal or states
securities laws.
In addition, I have viewed the information filed by the Company on
www.otcmarkets.com, including 15c2-11 information, posted on November 19, 2009; November
23, 2009; December 21, 2009; and October 4, 2010; as well as exhibits and interim and period
financial reports and attorney letters with respect to current information, filed between July 24,
2009 and December 21, 2011, including all quarterly and annual reports for 2010 and 2011, other
than the annual report for December 31 2010, which was filed on January 19, 2012, and the
annual report for December 31, 2011, which will be completed in or about March 2012.
I have spoken with Benjamin Larsen, which is responsible for the preparation of the
financial statements June 30, 2011 and September 30, 2011. He confirmed that he was engaged
in June 2011 to prepare the Company’s financial statements according to GAAP, that he has
done so with regards to the financial statements for June 30, 2011 and for September 30, 2011,
that these financial statements are not audited, and that Mr. Larsen is a Certified Public
Accountant, and believes the financials are materially accurate. I have confirmed that the
Company has not made filings with the Securities & Exchange Commission since the filing of
the Notice of Termination of Registration on Form 15 in May 2009.
I have spoken with Nicki at Pacific Stock Transfer, the Issuer’s transfer agent, and have
confirmed that Pacific Stock Transfer is registered with the SEC, and I confirmed the number of
shares of the Issuer outstanding with Pacific in the number of 107,547,406 common shares as of
09/30/11, and no shares of preferred stock outstanding, based on their compilation and review of
the Issuer’s stock records.
I have personally met with management of the Issuer and a majority of the directors of
the Issuer, in Las Vegas, Nevada and reviewed the Information, as amended, published by the
Issuer on the OTC Markets News Service, and discussed the Information, with management.
Conclusions
Based on the examination and inquiry as set forth above, I am of the opinion that the
Information (i) constitutes “adequate current public information” concerning the Securities and
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January 20, 2012
the Issuer and “is available” within the meaning of Rule 144(c)(2) under the Securities Act, (ii)
includes all of the information that a broker-dealer would be required to obtain from the Issuer to
publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of
1934 (the “Exchange Act”), (iii) complies as to form with the OTC Markets Guidelines for
Providing Adequate Current Information, which are located on the Internet at
www.otcmarkets.com, and (iv) has been posted in the OTC Markets News Service.
This opinion may be relied upon by OTC Markets Group in determining whether to
permit quotations in the Issuer’s securities in the OTC Markets quotation venue. No other
persons may rely on such opinion and no other use of this opinion is authorized without the
written consent of the undersigned.
Very truly yours,
CARR & WADDOUPS
/s/ Trent J. Waddoups
Trent J. Waddoups
http://www.otcmarkets.com/financialReportViewer?symbol=TWDLD&id=71547
http://www.otcmarkets.com/stock/TWDLD/financials |
