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                                                                      EXHIBIT 99


                This Opinion Is Subject To Revision Before Final
                      Publication In The Pacific Reporter.


                   IN THE SUPREME COURT OF THE STATE OF UTAH

                                 ----ooOoo----

Oakridge Energy, Inc.,                                        No. 960049
         Plaintiff and Appellee,

    v.

Martin Taylor Clifton,
Thomas A. Clifton, Thomas A.
Clifton Jr., James A. Ruffalo,                                F I L E D
Nancy J. Sullivan,
          Defendants and Appellants.                          April 18, 1997

                                      ---

Third District, Salt Lake Div. I
The Honorable Pat B. Brian

Attorneys:    Eric C. Olson, Salt Lake City, for plaintiff
              R. Willis Orton, Gregory N. Jones, Salt Lake City, for defendants

                                      ---

HOWE, Justice:

          Shareholders dissenting from a sale of corporate assets appeal from
the trial court's judgment that, for purposes of the statute giving them a
right to appraisal and payment, the "fair market value" of their shares equals
the stock market price. We must decide the proper basis for stock valuation
under Utah Code Ann. Section 16-10a-1302 (1995).

                                     FACTS

          Oakridge Energy, Inc., a Utah oil and gas development company with
assets in Texas, Nevada, and Colorado, sold its South Texas properties to
Cometra Oil and Gas, Inc. in May of 1993 for $21.5 million. The transaction
constituted a sale of "substantially all" of Oakridge's property for purposes
of Utah Code Ann. Section 16-10a-1302(c) (1995) and thereby conferred on
shareholders the right to dissent from the transaction and receive "fair value"
for their shares. Minority shareholders in Oakridge Energy, Inc., who
constitute the defendants in this






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case, exercised this right.  Section 16-10a-1302 provides in relevant part:

                 (1) A shareholder, whether or not entitled to vote, is
                 entitled to dissent from, and obtain payment of the fair value
                 of shares held by him in the event of, any of the following
                 corporate actions:

                           . . . .

                 (c) Consummation of a sale, lease, exchange, or other
                 disposition of all, or substantially all, of the property of
                 the corporation for which a shareholder vote is required.

          "'[F]air value' with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the corporate action
to which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action." Utah Code Ann. Section 16-10a-1301(4)
(1995).

          Oakridge announced the terms of the Cometra sale on May 24, 1993.
Dissenters exercised their rights as dissenting shareholders on September 27,
1993, and the remaining shareholders approved the sale by vote on September 28.
The sale closed the same day, but the provisions were made retroactive to May
1, 1993. The notice of the annual stockholders' meeting at which the sale was
approved included unaudited pro forma financial information that took the
effects of the sale into consideration and gave the Oakridge stock a book value
of $3.36 per share. To compensate the dissenters however, Oakridge used the
stock market price to determine that the "fair value" of the shares immediately
before the vote was $2.50 per share. Oakridge then added a $0.25 dividend
declared in connection with the Cometra sale and sent payment of $2.75 per
share to the dissenting shareholders as required by Utah Code Ann. Section
16-10a-1325. Dissenters accepted payment but subsequently exercised their
appraisal rights under sections 16-10a-1328 and -1330,(1) claiming a value in
excess of $3.36 per

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     (1) Section 16-10a-1328 provides that a dissenter who believes that the
amount paid is less than the fair value of the shares "may notify the
corporation in writing of his own estimate of the fair value of his shares and
demand payment of the estimated amount, plus interest, less any payment 
made . . . " If the 
                                                                 (continued...)



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share.  Oakridge then petitioned the trial court for a valuation of the stock.

          At trial, Oakridge presented evidence that the stock's
over-the-counter trading price ranged between a low of $1.37 and a high of
$2.56 per share. The dissenters contended that the stock was "thinly traded",
and therefore the stock price was not an adequate indicator of value. They
maintained that the per share net asset value, taking the Cometra sale into
account, was $3.57. In contrast, Oakridge relied upon a 1993 evaluation by
petroleum engineer Aaron Cawley, who had performed an annual evaluation of
Oakridge's oil and gas properties for several years prior to the Cometra sale.
His valuation considered geological factors, production and operating cost
history, and future production forecasts prior to the Cometra sale. Based on
the information obtained for his annual published report, Cawley testified at
trial that the fair market value of all of the Oakridge oil and gas reserves
did not exceed $8.5 million. Using this asset value, Oakridge attempted to
determine the "fair market value" of the stock as of August 31, 1993, and
arrived at a total shareholder equity of $14,767,948, or $2.13 per share.

          The trial court concluded that the "fair value" of the stock equaled
the "market value". That is, "the value a shareholder would receive for his or
her stock in an arms-length transaction." Dissenters argue that the fair value
is not the equivalent of market value but that the court must weigh three
factors: (1) the market value, (2) the asset value, and (3) the investment
value. Inconsistently, however, the dissenters urge this court to determine the
fair value solely upon the net asset value as reflected by the $21.5 million
sale and suggest the weighing of the three factors only in the alternative.
Oakridge responds that the trial court correctly disregarded the Cometra sale
in determining the value of the Oakridge stock. Neither party presented
evidence of the stock's investment value.

                                    ANALYSIS

I. Elements of "fair value"

          The determination of what constitutes fair value under section
16-10a-1302 is a case of first impression in Utah.

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         (1) (...continued)
demand for payment remains unresolved, then section 16-10a-1330 requires the
corporation to petition the court to determine the fair value of the shares and
the amount of interest.



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However, a number of courts in jurisdictions with similar statutes have
addressed this issue. In Woodward v. Quigley, 133 N.W.2d 38 (Iowa 1965), the
Supreme Court of Iowa recognized that the "'real object [of valuing shares] is
to ascertain the actual worth of that which the dissenter loses because of his
unwillingness to go along with the controlling stockholders.'" Id. at 42
(quoting Warren v. Baltimore Transit Co., 220 Md. 478, 154 A.2d 796, 799
(1959)). In In re Valuation of Common Stock of Libby, McNeill & Libby, 406 A.2d
54, 60 (Me. 1979), the Supreme Judicial Court of Maine observed that "[a]mong
other jurisdictions with valuation statutes similar to our own, we do find . . .
a consensus that the component elements to be relied upon in determining 'fair
value' are stock market price, investment value, and net asset value" (footnote
omitted). This observation echoes the earlier statement of the Iowa court that
the "three standards that have received almost universal recognition in
appraising the intrinsic value of stock under statutes of this type are (1)
market value of the stock, (2) net asset value of the corporation, and (3)
investment value." Woodward, 133 N.W.2d at 40 (citation omitted). Consequently,
"since intrinsic or true value is to be ascertained, the problem will not be
settled by the acceptance as the sole measure of only one element entering into
value without considering other elements." Bell v. Kirby Lumber Corp., 413 A.2d
137, 141 (Del. 1980). In Piemonte v. New Boston Garden Corp., 387 N.E.2d 1145,
1148 (Mass. 1979), the Supreme Judicial Court of Massachusetts followed the
Delaware procedure and stated that determination of the fair value "calls for a
determination of the market value, the earnings value, and the net asset value
of the stock, followed by the assignment of a percentage weight to each of the
elements of value." We will discuss market value, investment value, and asset
value in that order.

          A. Market Value

          In the instant case the trial court relied solely upon the market
price of the stock in determining the fair value of the dissenters' shares. It
is true that where "the evidence reveals the existence of a free and open
market, characterized by a substantial volume of transactions that makes the
market a fair reflection of the judgment of the investing public, a court may
justifiably assign a greater weight to stock market price than to net asset
value or investment value." Libby, 406 A.2d at 63. However, "market value may
not be taken as the sole measure of the value of the stock." Bell, 413 A.2d at
141.


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               Market value of the stock, if it is possible 
               to establish a value through sales on the 
               open market, is a factor to be considered, 
               but is not too dependable as a guide to 
               intrinsic worth. The market price is subject
               to fluctuation for many reasons other than
               the intrinsic worth of the stock or the 
               condition of the corporation.

Woodward, 133 N.W.2d at 40. Additionally, the reliability of stock market value
as a measure of fair value depends upon the circumstances of the individual
case and the manner of trading. In Application of Silverman, 122 N.Y.S.2d. 312
(App. Div. 1953), the court examined a circumstance similar to the one we
encounter here in that the stock at issue was traded over the counter but not
listed on an exchange. The court observed that "in the circumstances of this
case market price of the stock so far as it is possible to ascertain it, should
not be the sole criterion of value" because "[t]here is a marked difference 
between the reliability of market price as a guide to value in respect of a
stock listed on a recognized exchange and one traded over the counter." Id. at
317. Therefore, we conclude that the trial court erred in using the stock
market price of the Oakridge shares as the sole criterion for determining the
fair value of the dissenters' shares.

          B. Investment Value

          The Libby court observed that "[c]onceptually, investment value
is a central component of fair value. 'The assets of a company are of value
chiefly because of their earning capacity . . . . '" Libby, 406 A.2d at 66
(citation omitted). Investment value represents an estimate of the
corporation's earning capacity and is fixed in a two-step process. First, an
average annual earnings figure is calculated based on the corporation's recent
earnings history, excluding unusual gains and losses. Second, a capitalization
ratio or earnings multiplier is selected. The investment value of the
corporation is the product of the capitalization ratio and the average earnings
figure. Id. at 65. Consequently, courts have traditionally favored investment
value, rather than asset value, as the most important of the three elements.
See Dudley v. Mealey, 147 F.2d 268, 270 (2d Cir. 1945) ("The Supreme Court has
several times said that the best test of the value of a going commercial
enterprise is its earning capacity" (citations omitted).); Woodward, 133 N.W.2d
at 41 ("Net asset value will, in most instances, be of far less importance than
the investment




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value of the stock, because the real value of the stock is still to be
determined as in a going concern.").

          C. Asset Value

          Dissenters argue that the asset value, taking into consideration the
sale price to Cometra, establishes the value of their shares. This argument
assumes that (1) asset value is interchangeable with "fair value," and (2)
asset value should include any effects of the corporate action. We will
consider the two factors in order.

          As discussed under "Market Value," no one factor alone establishes
fair value. Additionally, courts have observed that asset value, in and of
itself, is the least reliable of the three factors in value determination. The
Libby court observed that asset value is, "in the words of Judge Hand in Borg
v. International Silver Co., [11 F.2d 147, 152 (2d. Cir. 1925),] little
indication of 'what people will pay for the shares.'" Libby, 406 A.2d at 67.
The court commented further that "[g]enerally net asset value should not be
heavily weighted in stock valuation unless the valuation is being made for
liquidation purposes." Id. at 66. Dissenters attempt to minimize the importance
of earnings, arguing that Oakridge's function was to hold assets for
appreciation rather than to generate revenue. They cite Bell for the
proposition that asset value, rather than any earnings-based value,
predominates in a natural resources corporation. Even the Bell court, however,
assigned a weight of only forty percent to asset value. Bell, 413 A.2d at 145.
We conclude that while asset value is a component of fair value, it is not 
interchangeable with fair value, and should not be the only factor considered.

          We next examine the effect on asset value of the corporate action 
giving rise to the dissent. Our statute specifies that fair value must
be determined "immediately before the effectuation of the corporate action"
which triggered the dissent and excludes "any appreciation or depreciation in
anticipation of the corporate action." Section 16-10a-1301(4). In a case where
a corporate action causes value to fall, the statute protects minority
shareholders from unwise or self-interested actions by the majority.(2) In a
case where the corporate action

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     (2) Statutes like ours were typically enacted to protect minority
shareholders, replacing the common law rule that votes on corporate sales and
mergers must be unanimous. See generally 
                                                                 (continued...)



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causes values to rise, as here, the statute protects the corporation and the
majority shareholders from dissenters' attempts to engineer a windfall for
themselves and drain corporate assets by arranging to benefit from both the
corporate action and the dissent. In such a situation,

          the complaining minority should get the value of the shares before
          the transaction was proposed, which was the value of what had been
          taken from the shareholder. There would be no need to look at what
          came after the transaction because the minority would have chosen to
          go in a different direction.

Robert B. Thompson, Exit, Liquidity, and Majority Rule:
Appraisal's Role in Corporate Law, 84 Geo. L.J. 1, 20-21 (1995). The Supreme
Judicial Court of Maine, operating under a statute similar to Utah's, observed
that "dissenting shareholders are entitled to receive the full fair value of
their shares, but that value must be determined independently of the merger
transaction that gave the dissenting shareholders the statutory right to be
bought out and their corporation the statutory duty to pay them off." Libby,
406 A.2d at 62. The New York Court of Appeals has held that a "dissenting
stockholder is not entitled to share in an enhanced value of stock due to the
sale which he has opposed and from which he dissents." In re Clark's Will, 257
N.Y. 487, 178 N.E. 766, 768 (1931).

II. Application

         We agree with the courts cited above that a dissenting shareholder
disclaims both the burden and the benefit of the disfavored corporate action.
Therefore, as discussed above, dissenting shareholders are entitled to receive
the value of their holdings unaffected by the corporate action (3). Dissenters

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     (2) ( ... continued) 
Bayless Manning, The Shareholder's Appraisal Remedy: An Essay for Frank Coker,
72 Yale L.J. 223, 244-48 (1962).

     (3) Dissenters cite Dreiseszun v. FLM Industries, Inc., 577 S.W.2d 902
(Mo. Ct. App. 1979), for the proposition that "the fair value could only be
determined [in case of an asset sale] by reference to the net asset value as
established by the very terms of the asset sale." However, the Missouri
dissenters' rights statute in effect at the time of that decision did not
exclude 
                                                                 (continued...)




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focus primarily on the statutory language excluding "appreciation or
depreciation in anticipation of the corporate action," arguing that there was
none. The statute provides, however, that assets must be evaluated "immediately
before the effectuation of the corporate action." Section 16-10a-1301(4) 
(emphasis added). Dissenters unsuccessfully attempt to explain away this
language by arguing that because the sale was announced in May 1993, and was
retroactive to May, the value of the assets just prior to the September
shareholder vote was already $21.5 million. In reality, however, the pre-May
asset value is the value immediately before the "effectuation of the corporate
action" because the sale was retroactive. Even if the value in May is the value
preceding the corporate action, as dissenters argue, then the change in value
from May to September is still appreciation "in anticipation of the corporate
action." The important point is that under the plain language of the statute,
any effect of the Cometra sale must be excluded, whether this effect occurred
after the announcement of the sale, after the shareholder vote, or as a result
of retroactive provisions. According to the record before us, no informed
expert even ventured to suggest the possibility that the Oakridge assets could
be valued at $21.5 million prior to Cometra's offer to purchase the South Texas
properties for that amount.

          The discrepancy between Oakridge's pre-sale evaluation of its assets
and the $21.5 million sale price suggests that the South Texas properties had
some unique value for Cometra, inflating the value of the assets above their
realistic pre-sale value. However, "'fair value' is not measured by any unique
benefits that will accrue to the acquiring corporation, any more than the
compensable value of property taken by eminent domain is measured by its
special value to the condemnor." Libby, 406 A.2d at 62. Moreover, the sale
price here was not reinforced by several buyers bidding against each other as
it was in BNE Massachusetts Corp. v. Sims, 588 N.E.2d 14 (Mass. App. Ct. 1992),
upon which dissenters rely.

          Furthermore, dissenters have failed to supply an alternative
appraisal or to offer other evidence that the sale price reliably reflects the
value of the assets absent the

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         (3)  (... continued)
appreciation or depreciation in anticipation of the sale. Additionally, the
majority shareholders in Dreiseszun had used their position to manipulate a
higher value for their own stock than for the minority shareholders' stock. Id.
at 904-05. No such situation exists here.




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Cometra sale. Therefore, we turn to Cawley's 1993 evaluation of the oil and gas
properties. As discussed above, Oakridge relied on this evaluation to arrive at
a balance-sheet value of $14,767,948, which represented asset value, augmented
by other factors, to arrive at shareholder equity. Therefore, reliance on the
higher asset-based shareholder equity in place of the lower straight asset
value can only benefit the dissenters.

                                   CONCLUSION

          The stock market price and a reasonable approximation of the asset
value were before the trial court, each supported by substantial evidence.
Neither party submitted evidence of the investment value of the Oakridge stock.
Dissenters mentioned only briefly that investment value should be one of the
three factors considered in the court's valuation and Oakridge ignored that
factor entirely. In such a situation, we agree with the Delaware court that
"'The requirement that consideration be given to all relevant factors entering
into the determination of value does not mean that any one factor is in every
case important or that it must be given a definite weight in the evaluation.'"
Bell, 413 A.2d at 143 (quoting Sterling v. Mayflower Hotel Corp., 93 A.2d 107,
115-16 (Del. 1952)). Nonetheless, although "[a]ll three components of
'fair value' may not influence the result in every valuation proceeding, yet
all three should be considered." Libby, 406 A.2d at 60. Therefore, absent
evidence of investment value, the trial court should at least have considered
the asset value as well as the market price of the stock in its valuation of
the dissenters' shares. However, since the per share value based on asset value
($2.13) is less than the stock market price ($2.50), no choice of weighting
would have resulted in a per share value greater than $2.50 for the Oakridge
stock. Thus the trial court's error is harmless, indeed beneficial, to the
dissenters since Oakridge has not sought an adjustment of the $2.75(4) already
paid.

                   We affirm the judgment of the trial court.

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          Chief Justice Zimmerman, Associate Chief Justice Stewart, Justice
Durham, and Justice Russon concur in Justice Howe's opinion.

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     (4) Oakridge added a $0.25 dividend issued in connection with the sale.



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