Exhibit 5.1

 

   
June 18, 2025    
     
   

Norton Rose Fulbright

1550 Lamar, Suite 2000
Houston, Texas 77010-4106
United States

     

Houston American Energy Corp.

801 Travis Street, Suite 1425
Houston, TX 77002

  Tel +1 713 651 5557
Fax +1 713 651 5246
nortonrosefulbright.com

 

Ladies and Gentlemen:

 

We have acted as special counsel to Houston American Energy Corp., a Delaware corporation (the “Company”), in connection with its entry into to the Securities Purchase Agreement dated June 17, 2025 (the “SPA”), between the Company and the purchasers indicated therein (“Purchasers”), and its related issuance of 223,762 shares of the Company’s common stock, par value $0.001 per share, and/or prefunded warrants (the “Securities”), to Purchasers pursuant to the Registration Statement on Form S-3 (File No. 333-282778) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 1 thereto, which includes a base prospectus and was declared effective on November 4, 2024 (the “Registration Statement”), and the prospectus supplement to be dated June 18, 2025, relating to the offering of the Securities and filed with the Commission (the “Prospectus Supplement”), in each case, as may be amended or supplemented from time to time.

 

In connection with the opinion expressed herein, 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 or appropriate for the purposes of our opinion, including: (i) the Company’s Certificate of Incorporation and all amendments thereto; (ii) the Company’s Amended and Restated Bylaws; (iii) the Registration Statement and Prospectus Supplements; (iv) the SPA; (v) the applicable resolutions or consents in lieu of resolutions of the Company’s Board of Directors; and (vi) certificates of officers of the Company with respect to certain facts material to the opinion contained herein.

 

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

 

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

 

 
 

 

Houston American Energy Corp.
June 18, 2025  
Page 2  

 

For the purposes of expressing the opinion hereinafter set forth, we have assumed: (1) the genuineness of all signatures and documents examined by us; (2) the authenticity of all documents submitted to us as originals; (3) the conformity to the originals of all documents submitted to us as copies; (4) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter; and (5) the effectiveness of the Registration Statement under the Securities Act will not have been terminated or rescinded.

 

Based on the foregoing and subject to the further limitations, qualifications, and assumptions set forth herein, we are of the opinion that the Securities, when issued against payment therefor in accordance with the SPA, will be validly issued, fully paid, and non-assessable.

 

Our opinion herein is limited in all respects to the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States of America, and we do not express any opinion as to the applicability of or the effect thereon of the laws of any other jurisdiction. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom.

 

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 the reference to our firm contained in the Registration Statement and in the Prospectus Supplements under the heading “Legal Matters.” In giving such 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 promulgated thereunder.

 

Very truly yours,  
   
/s/ Norton Rose Fulbright US LLP  
NORTON ROSE FULBRIGHT US LLP