The Board of Directors and Shareholders of
Carrizo Oil & Gas, Inc.
We have audited
the accompanying consolidated balance sheets of Carrizo Oil & Gas,
Inc. as of December 31, 2006 and 2005 and the related consolidated
statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 2006. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted
our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion,
the financial statements referred to above present fairly, in all
material respects, the financial position of Carrizo Oil & Gas,
Inc. at December 31, 2006 and 2005 and the results of its operations
and its cash flows for each of the three years in the period ended
December 31, 2006, in conformity with U.S. generally accepted accounting
principles.
As referred to
in Note 2, effective January 1, 2006, the Company changed its method
of accounting for share based payments.
We also have
audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of
Carrizo Oil & Gas, Inc.’s internal control over financial reporting
as of December 31, 2006, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated
March 30, 2007 expressed an unqualified opinion on management’s
assessment of the effectiveness of the Company’s internal control
over financial reporting and an unqualified opinion on the effectiveness
of the Company’s internal control over financial reporting.
PANNELL KERR FORSTER OF TEXAS, P.C.
Pannell Kerr Forster
of Texas, P.C.
Houston, Texas
March 30, 2007
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