Attached files
| file | filename |
|---|---|
| 8-K - MAGNUM HUNTER RESOURCES CORPORATION - MAGNUM HUNTER RESOURCES CORP | magnum_8k-120909.htm |
| EX-5.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0501.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0101.htm |
Exhibit
8.1
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: MAGNUM
HUNTER RESOURCES CORPORATION
Ladies
and Gentlemen:
We have
acted as counsel for Magnum Hunter Resources Corporation, a Delaware corporation
(the “Company”), with
respect to certain legal matters in connection with the proposed offering and
sale by the Company of 214,950 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 Wunderlich Securities, Inc., up to
32,242 additional shares of the Series C Preferred Stock, pursuant to the
Registration Statement on Form S-3 (No. 333-161937) (the “Registration
Statement”), filed with the Securities and Exchange Commission (the
“Commission”)
by the Company that became effective on October 15, 2009, including the base
prospectus contained therein, and the Prospectus Supplement filed with the
Commission by the Company on December 11, 2009 (collectively, the “Prospectus
Supplement”), relating to the offering of the Series C Preferred
Stock. In connection therewith, we have participated in the
preparation of the discussion (the “Discussion”) set
forth under the caption “Material U.S. Federal Income Tax Consequences” in the
Prospectus Supplement.
Subject
to the assumptions, qualifications and limitations set forth in the Discussion,
we are of the opinion that the statements of legal conclusions contained in the
Discussion, insofar as they purport to constitute statements of U.S. federal tax
law and regulations or legal conclusions with respect thereto, are accurate in
all material respects as of the date of the Prospectus Supplement.
In
providing this opinion, we have examined and are relying upon the truth and
accuracy at all relevant times of the statements, covenants and representations
contained in (i) the Registration Statement, (ii) the Prospectus Supplement,
(iii) such other documents, certificates, and records we have deemed necessary
or appropriate as a basis for the opinion set forth herein, and (iv) other
information provided to us by the Company.
We hereby
consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current
Report on Form 8-K of the Company dated on or about the date hereof, to the
incorporation by reference of this opinion of counsel into the Registration
Statement and to the reference to our firm in the Prospectus
Supplement. In giving such consent, we do not 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 issued thereunder.
| Respectfully submitted, | |
| /s/ FULBRIGHT & JAWORSKI L.L.P. | |
| FULBRIGHT & JAWORSKI L.L.P. |