Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CONCHO RESOURCES INC | h78285e8vk.htm |
| EX-1.1 - EX-1.1 - CONCHO RESOURCES INC | h78285exv1w1.htm |
| EX-10.1 - EX-10.1 - CONCHO RESOURCES INC | h78285exv10w1.htm |
Exhibit 5.1
December 10, 2010
Concho Resources Inc.
550 West Texas Avenue, Suite 100
Midland, Texas 79701
550 West Texas Avenue, Suite 100
Midland, Texas 79701
Ladies and Gentlemen:
We have acted as counsel to Concho Resources Inc., a Delaware corporation (the “Company”),
with respect to certain legal matters in connection with the registration by the Company under the
Securities Act of 1933 (the “Securities Act”) of the offer and sale (the “Offering”) by the Company
of 2,875,000 shares of common stock (the “Common Shares”), pursuant to that certain
Underwriting Agreement dated December 8, 2010 (the “Underwriting Agreement”), by and among the
Company and Goldman, Sachs & Co., as representative for the underwriters named on Schedule 1
thereto (the “Underwriters”).
The Common Shares have been offered for sale pursuant to a prospectus supplement, dated
December 8, 2010, filed with the Securities and Exchange Commission (the “Commission”) pursuant to
Rule 424(b) on December 9, 2010, to a prospectus dated September 9, 2009 (such prospectus, as
amended and supplemented by the prospectus supplement, the “Prospectus”), included in a
Registration Statement on Form S-3 (Registration No. 333-161809), as amended (the “Registration
Statement”), which Registration Statement became effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act.
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, (ii) certain resolutions (the “Resolutions”) adopted by the Board of Directors of the
Company relating to the terms and sale of the Common Shares and related matters, (iii) certain
resolutions adopted by the Pricing Committee of the Board of Directors of the Company, (iv) the
Registration Statement, (v) the Prospectus and (vi) such other certificates, instruments and
documents as we considered appropriate for purposes of the opinions hereafter expressed. In
addition, we reviewed such questions of law as we considered appropriate.
As to any facts material to the opinions contained herein, we have made no independent
investigation of such facts and have relied, to the extent that we deem such reliance proper, upon
certificates of public officials and officers or other representatives of the Company.
In connection with rendering the opinions set forth below, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii) all signatures on
Vinson & Elkins LLP Attorneys at Law
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December 10, 2010 Page 2
all documents examined by us are genuine; (iii) all documents submitted to us as
originals are authentic and all documents submitted to us as copies conform to the originals of
those documents; (iv) each natural person signing any document reviewed by us had the legal
capacity to do so; (v) each person signing in a representative capacity any document reviewed by us
had authority to sign in such capacity; (vi) all Common Shares will be issued and sold in
compliance with applicable federal and state securities laws and in the manner stated in the
Prospectus and the Registration Statement; and (vii) the Underwriting Agreement has been duly
authorized and validly executed and delivered by the underwriters named therein.
Based upon such examination and review and the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that when issued and paid for by the
underwriters as contemplated by the Underwriting Agreement, the Common Shares will be duly
authorized, validly issued, fully paid and non-assessable.
The foregoing opinions are limited in all respects to the General Corporation Law of the State
of Delaware (including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting these laws) and the federal laws of the United States of America as
in effect on the date hereof, and we undertake no duty to update or supplement the foregoing
opinions to reflect any facts or circumstances that may hereafter come to our attention or to
reflect any changes in any law that may hereafter occur or become effective, and we do not express
any opinions as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion letter as an exhibit to the Current Report on
Form 8-K filed by the Company on even date herewith. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P