Attached files
file | filename |
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8-K - FORM 8-K - SILVERBOW RESOURCES, INC. | h68619e8vk.htm |
EX-1.1 - EX-1.1 - SILVERBOW RESOURCES, INC. | h68619exv1w1.htm |
EX-5.1 - EX-5.1 - SILVERBOW RESOURCES, INC. | h68619exv5w1.htm |
EX-99.1 - EX-99.1 - SILVERBOW RESOURCES, INC. | h68619exv99w1.htm |
Exhibit 8.1
Baker&Hostetler llp | ||
Washington Square, Suite 1100 | ||
1050 Connecticut Avenue, N.W. | ||
Washington, DC 20036-5304 | ||
November 11, 2009
|
T 202.861.1500 | |
F 202.861.1783 | ||
www.bakerlaw.com |
Swift Energy Company
16825 Northchase Drive
Suite 400
Houston, Texas 77060
16825 Northchase Drive
Suite 400
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as tax counsel to Swift Energy Company, a Texas corporation (the Company) in
connection with its preparation of a prospectus supplement (the Prospectus Supplement) to be
filed as part of Registration Statement No. 333-159341 on Form S-3 (the Registration Statement)
as of June 26, 2009, with respect to the Companys issuance of its 87/8%
Senior Notes due 2020 (the Notes) in the principal amount of $225,000,000. Except as otherwise
indicated, capitalized terms used herein shall have the meanings assigned to them in the Prospectus
Supplement.
Set forth below is our opinion, together with the representations, assumptions and documents
upon which we have relied in rendering our opinion and any limitations on our opinion.
A. Documents Reviewed
In connection with the opinion rendered below, we have reviewed and relied upon the following
documents:
1. the Prospectus Supplement;
2. the Registration Statement;
3. the form of Indenture to be entered into between the Company and Wells Fargo Bank, National
Association, as Trustee, pertaining to the Notes;
4. the Officers Certificate, dated November 10, 2009, containing representations to this firm
as to certain factual matters and executed by a senior officer of the Company (the Officers
Certificate); and
5. such other documents as we deemed necessary for purposes of rendering the opinion.
Chicago
Cincinnati Cleveland Columbus Costa Mesa
Denver Houston Los Angeles New York
Orlando Washington, DC
November 11, 2009
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We have not independently verified the accuracy of such representations or the matters set
forth in such documents.
B. Assumptions
In connection with the opinion rendered below, we have assumed:
1. that all signatures on all documents submitted to us are genuine, that all documents
submitted to us as originals are authentic, that all documents submitted to us as copies are
accurate, that all information submitted to us is accurate and complete, and that all persons
executing and delivering originals or copies of documents examined by us are competent to execute
and deliver such documents;
2. that the issuance, description of and transactions regarding the Notes described in the
Prospectus Supplement have been timely consummated as contemplated in the Prospectus Supplement and
without waiver of any material provision thereof; and
3. that the terms of the Notes were established in conformity with the Indenture and do not
violate any applicable law.
C. Opinion
Based solely upon the documents and assumptions set forth above and conditioned upon the
initial and continuing accuracy of the factual representations set forth in the Officers
Certificate as of the date hereof, it is our opinion that the descriptions of the law and the legal
conclusions contained in the Prospectus Supplement under the caption Certain U.S. federal income
and estate tax considerations are correct in all material respects and that the discussion
thereunder represents an accurate summary of certain material U.S. federal income tax
considerations of the purchase, ownership and disposition of the Notes by an investor who is a U.S.
Holder or Non-U.S. Holder and who purchases the Notes pursuant to the offering at the public
offering price to investors as set forth on the cover page of the Prospectus Supplement and who
holds the Notes as a capital asset within the meaning of Section 1221 of the Internal Revenue Code
of 1986, as amended (the Code).
D. Limitations
1. Except as otherwise indicated, the opinion contained in this letter is based upon the Code
and its legislative history, the Treasury regulations promulgated thereunder (the Regulations),
judicial decisions, and current administrative rulings and practices of the Internal Revenue
Service, all as in effect on the date of this letter. These authorities may be amended or revoked
at any time. Any such changes may or may not be retroactive with respect to transactions entered
into or contemplated prior to the effective date thereof and could significantly alter the
conclusions reached in this letter. There is no assurance that legislative, judicial, or
administrative changes will not occur in the future. We assume no obligation to update or modify
this letter to reflect any developments that may occur after the date of this letter.
2. The opinion expressed herein represents our best legal judgment and is not binding upon the
Internal Revenue Service or the courts and is dependent upon the
November 11, 2009
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accuracy and completeness of the
documents we have reviewed under the circumstances, the assumptions made and the factual
representations provided to us in the Officers Certificate. To the extent that any of the factual
representations provided to us in the Officers Certificate are with respect to matters set forth
in the Code or the Regulations, we have reviewed with the individuals making such factual
representations the relevant portions of the Code and the applicable Regulations and are
reasonably satisfied that such individuals understand such provisions and are capable of making
such factual representations. We have not made an independent investigation of the assumptions set
forth above, the facts contained in the documents or the facts set forth Prospectus Supplement,
Registration Statement or Officers Certificate. No facts have come to our attention, however,
that would cause us to question the accuracy and completeness of such assumptions, facts or
documents in a material way. Any material inaccuracy or incompleteness in these documents,
assumptions or factual representations could adversely affect the opinion stated herein.
3. We are expressing an opinion only as to those matters expressly set forth in Section
C above. No opinion should be inferred as to any other matters and this opinion may not be
relied upon except with respect to the considerations specifically discussed herein. This opinion
does not address the various state, local or foreign tax consequences related to the purchase,
ownership and disposition of the Notes by any person. In addition, no opinion is expressed as to
any U.S. federal income tax consequences of any other transactions related to the Notes except as
specifically set forth herein, and this opinion may not be relied upon except with respect to the
considerations specifically discussed herein.
4. The opinion expressed herein is issued solely for the benefit of the Company in connection
with the Prospectus Supplement and no other person or entity may rely hereon without our express
written consent. We are furnishing this opinion solely in our capacity as tax counsel to the
Company. This opinion letter may be filed with the Securities and Exchange Commission by virtue of
the filing of a Form 8-K by the Company. Furthermore, we consent to the reference to Baker &
Hostetler LLP in the Prospectus Supplement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, |
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/s/ Baker & Hostetler LLP | ||||
Baker & Hostetler LLP | ||||