Attached files
file | filename |
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8-K - FORM 8-K - Callon Petroleum Co | h79612e8vk.htm |
EX-1.1 - EX-1.1 - Callon Petroleum Co | h79612exv1w1.htm |
EX-99.1 - EX-99.1 - Callon Petroleum Co | h79612exv99w1.htm |
Exhibit 5.1
February 10, 2011
Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120
200 North Canal Street
Natchez, Mississippi 39120
Ladies and Gentlemen:
We have acted as counsel for Callon Petroleum Company, a Delaware corporation (the Company), in
connection with the sale by the Company of 9,000,000 shares (the Firm Shares) of Common Stock,
par value $0.01 per share (Common Stock), and up to an additional 1,350,000 additional shares of
Common Stock pursuant to the Underwriters option to purchase additional shares (the Option
Shares and together with the Firm Shares, the Shares) pursuant to that certain Underwriting
Agreement, dated February 10, 2011 (the Underwriting Agreement), by and between the Company and
Johnson Rice & Company L.L.C., as representative of the underwriters named therein (the
Underwriters).
In connection with the rendering of the opinions hereinafter set forth, we have examined (i)
executed copies of the organizational documents of the Company; (ii) the Registration Statement on
Form S-3 (Registration No. 333-148680) with respect to the Shares being sold by the Company (the
Registration Statement); (iii) the prospectus included in the Registration Statement dated April
28, 2008 (the Base Prospectus); (iv) the prospectus supplement to said prospectus, dated February
7, 2011, as filed with the Securities and Exchange Commission (the Commission) pursuant to Rule
424(b) promulgated under the Securities Act of 1933 (the Prospectus Supplement, and together with
the Base Prospectus, the Prospectus); and (v) certificates of certain public officials, and other
instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In
addition, we reviewed such questions of law as we considered appropriate.
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 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, and (iv) the
Registration Statement, and any amendments thereto (including post-effective amendments), will have
become effective, and all Shares will be sold in compliance with applicable federal and state
securities laws and in the manner specified in the Registration Statement and the applicable
Prospectus.
Based on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions
set forth herein, we are of the opinion that the Shares, when issued by the Company and paid
therefore by the Underwriters, will be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Delaware General Corporation Law (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. We are expressing no opinion as to the
effect of the laws of any other jurisdiction, domestic or foreign.
We hereby consent to the filing of this opinion as an exhibit to the Companys Current Report on
Form 8-K to be filed with the Commission and to the use of our name in the Prospectus under the
caption Legal Matters. 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 thereunder.
Very truly yours, |
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/s/ Haynes and Boone, LLP | ||||
Haynes and Boone, LLP | ||||