Attached files
| file | filename |
|---|---|
| 8-K - MAGNUM HUNTER RESOURCES CORPORATION - MAGNUM HUNTER RESOURCES CORP | magnum_8k-120909.htm |
| EX-8.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. WITH RESPECT TO TAX MATTERS - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0801.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0101.htm |
Exhibit 5.1
Fulbright
& Jaworski L.L.P.
A
Registered Limited Liability Partnership
2200 Ross
Avenue, Suite 2800
Dallas,
Texas 75201-2784
www.Fulbright.com
December
11, 2009
Magnum
Hunter Resources Corporation
777 Post
Oak Boulevard, Suite 910
Houston,
Texas 77056
Re: Registration
of Securities of Magnum Hunter Resources Corporation.
Ladies
and Gentlemen:
At your
request, we have examined the Registration Statement (the “Registration
Statement”) on Form S-3 (File No. 333-161937) of Magnum Hunter Resources
Corporation, a Delaware corporation (the “Company”),
that became effective on October 15, 2009, the related base prospectus, which
forms a part of and is included in the Registration Statement, and the
prospectus supplement filed with the Securities and Exchange Commission (the
“Commission”)
on December 11, 2009 (collectively, the “Prospectus”)
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities
Act”), in connection with the registration under the Securities Act of
the offer and sale to Wunderlich Securities, Inc. (the “Underwriter”)
of an aggregate of 214,950 shares (such shares, the “Preferred
Shares”) of the Company’s 10.25% Series C Cumulative Perpetual Preferred
Stock, par value $0.01 per share and liquidation preference $25.00 per share
(the “Series C
Preferred Stock”), and, at the election of the Underwriter, up to 32,242
additional shares of the Series C Preferred Stock. The Preferred
Shares have been offered and sold pursuant to an underwriting agreement, dated
December 9, 2009, between the Company and the Underwriter (the “Underwriting
Agreement”), and the Certificate of Designation of Rights and Preferences
with respect to the Series C Preferred Stock, adopted by the Company’s Board of
Directors on December 9, 2009 (the “Certificate of
Designation”).
We are of
the opinion that the Preferred Shares are duly authorized and, upon payment for
and delivery of the Preferred Shares in accordance with the Underwriting
Agreement, the Registration Statement, the Prospectus, and the Certificate of
Designation, will be validly issued, fully paid and non-assessable.
We hereby
consent to the use of this opinion as an exhibit to the Company’s Current Report
on Form 8-K to be filed with the Commission on the date hereof and to the
reference to this firm under the heading “Legal Matters” in the Prospectus
constituting part of the Registration Statement. By giving such
consent, we do not admit that we are 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.
| Respectfully submitted, | |
| /s/ FULBRIGHT & JAWORSKI L.L.P. | |
| FULBRIGHT & JAWORSKI L.L.P. |