Attached files
file | filename |
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8-K - FORM 8-K - ANADARKO PETROLEUM CORP | h75318e8vk.htm |
EX-4.2 - EX-4.2 - ANADARKO PETROLEUM CORP | h75318exv4w2.htm |
EX-1.1 - EX-1.1 - ANADARKO PETROLEUM CORP | h75318exv1w1.htm |
EX-4.1 - EX-4.1 - ANADARKO PETROLEUM CORP | h75318exv4w1.htm |
EX-99.1 - EX-99.1 - ANADARKO PETROLEUM CORP | h75318exv99w1.htm |
Exhibit 5.1
August 12, 2010
Anadarko Petroleum Corporation
1201 Lake Robbins Drive
The Woodlands, Texas 77380
1201 Lake Robbins Drive
The Woodlands, Texas 77380
Ladies and Gentlemen:
In connection with the issuance by Anadarko Petroleum Corporation, a Delaware corporation (the
Company), of $2,000,000,000 aggregate principal amount of its 6.375% Senior Notes due 2017 (the
Notes) pursuant to (a) the Registration Statement of the Company on Form S-3 (Registration No.
333-161370) (the Registration Statement), which was filed by the Company with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act), and (b) the related prospectus dated August 14, 2009, as supplemented by the
prospectus supplement relating to the sale of the Notes dated August 9, 2010 (as so supplemented,
the Prospectus), as filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, certain legal matters with respect to the Notes are being passed upon for you by
us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Current Report of the Company on Form 8-K to be filed with the Commission on the date hereof (the
Form 8-K).
The Notes are to be issued pursuant to an Indenture dated as of September 19, 2006 (the Base
Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly, The
Bank of New York Trust Company, N.A.), as trustee (the Trustee), as supplemented by that certain
First Supplemental Indenture, dated as of October 10, 2006, and that certain Second Supplemental
Indenture, dated as of July 15, 2009 (as so supplemented, the Indenture).
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of (i) the Certificate of Incorporation and
By-laws of the Company, each as amended to date; (ii) the Terms Agreement, dated as of August 9,
2010 (including the Underwriting Agreement (Standard Provisions) dated August 2010 of the Company
incorporated therein by reference, the Terms Agreement), among the Company and the several
Underwriters named therein (the Underwriters), relating to the issuance and sale of the Notes;
(iii) the Registration Statement and the Prospectus; (iv) the Base Indenture; (v) the First
Supplemental Indenture; (vi) the Second Supplemental Indenture and (vii) the corporate records of
the Company, including minute books of the Company, as furnished to us by the Company, certificates
of public officials and of representatives of the Company, statutes and other instruments and
documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have
relied upon certificates of officers of the Company and of public officials with
Vinson & Elkins LLP Attorneys at Law
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August 12, 2010 Page 2 |
respect to the accuracy of the material factual matters contained in such certificates. In
giving the opinions below, we have assumed that the signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are accurate and complete, that all
documents submitted to us as copies are true and correct copies of the originals thereof and that
all information submitted to us was accurate and complete. We also have assumed that the Notes will
be issued and sold in the manner set forth in the Prospectus and the Terms Agreement.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
hereinafter set forth, we are of the opinion that the Notes will, when duly executed, issued and
delivered by the Company and authenticated and delivered by the Trustee in accordance with the
terms of the Indenture and duly purchased and paid for by the Underwriters in accordance with the
terms of the Terms Agreement, constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as that enforcement is
subject to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer
or conveyance or other laws relating to or affecting creditors rights generally, and general
principles of equity (regardless of whether that enforceability is considered in a proceeding in
equity or at law).
The opinion set forth above is limited in all respects to matters of the contract law of the
State of New York, the General Corporation Law of the State of Delaware and applicable federal law.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We also
consent to the reference to our Firm under the headings Legal Matters in the Prospectus. In
giving this consent, we do not hereby 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
thereunder.
Very truly yours, |
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/s/ Vinson & Elkins L.L.P. | ||||