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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,
2007 and 2006 and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years
in the period ended December 31, 2007. Our audits also included
the financial statement schedule included on page 54. 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 financialstatements
are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts anddisclosures
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,
2007 and 2006 and the results of its operations and its cash flows
for each of the threeyears in the period ended December 31, 2007,
in conformity with U.S. generally accepted accounting principles.
We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United
States), Carrizo Oil & Gas, Inc.s internal control over
financial reporting as of December 31, 2007, based on criteria established
in Internal Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission,
and our report dated February 28, 2008 expressed an unqualified
opinion on the Company's internal control over financial reporting.
As discussed in Note 2, the Company adopted
FASB Interpretation No.48, Accounting for Uncertainty in
Income Taxesan Interpretation of FASB Statement No. 109,
on January 1, 2007.
/S/ Pannell Kerr Forster of Texas, P.C.
Houston, Texas
February 28, 2008
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