Attached files
file | filename |
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8-K - FORM 8-K - CONCHO RESOURCES INC | h82505e8vk.htm |
EX-4.1 - EX-4.1 - CONCHO RESOURCES INC | h82505exv4w1.htm |
EX-1.1 - EX-1.1 - CONCHO RESOURCES INC | h82505exv1w1.htm |
Exhibit 5.1
May 23, 2011
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 special 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 (i) by the
Company (the Offering) of $600,000,000 aggregate principal amount of 6.5% Senior Notes due 2022
(the Notes), which are fully and unconditionally guaranteed by certain of the Companys
subsidiaries (the Subsidiary Guarantors), pursuant to that certain Underwriting Agreement dated
May 18, 2011 (the Underwriting Agreement) by and among the Company, the Subsidiary Guarantors,
and the underwriters named therein and (ii) of guarantees (the Guarantees) by the Subsidiary
Guarantors of the Notes. The Notes and the Guarantees are referred to collectively herein as the
Securities.
The Securities have been offered for sale pursuant to a prospectus supplement, dated May 18,
2011, filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b)
on May 19, 2011, 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) (the Registration Statement), which Registration
Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act.
The Securities are to be issued pursuant to the Fourth Supplemental Indenture (the
Supplemental Indenture) dated as of May 23, 2011, to the Indenture (the Base Indenture; the
Base Indenture, as so amended and supplemented, being called herein the Indenture) dated as of
September 19, 2009, by and among the Company, the Subsidiary Guarantors and Wells Fargo Bank,
National Association, as Trustee (the Trustee).
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 Notes 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, (vi) the Base Indenture and the Supplemental Indenture, and (vii)
such other certificates, instruments and documents as we considered
Vinson & Elkins LLP Attorneys at Law
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May 23, 2011 Page 2 |
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
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 Securities 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; (vii) the Indenture and the Supplemental Indenture will be duly executed and delivered
by the parties thereto in substantially the form reviewed by us or with changes that do not affect
the opinions given hereunder; and (viii) 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 the Notes have been duly executed and
delivered by the Company and duly authenticated by the Trustee and paid for by the underwriters as
contemplated by the Underwriting Agreement, (1) the Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with their terms and will
be entitled to the benefits of the Indenture and (2) the Guarantees will constitute valid and
binding obligations of the respective Subsidiary Guarantors, enforceable against the respective
Subsidiary Guarantors in accordance with their terms and will be entitled to the benefits of the
Indenture.
The foregoing opinions are qualified to the extent that the enforceability of any document,
instrument or security may be limited by or subject to bankruptcy, insolvency, fraudulent transfer
or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors
rights generally, and general equitable or public policy principles.
We express no opinions concerning (i) the validity or enforceability of any provisions
contained in the Indenture that purport to waive or not give effect to rights to notices, defenses,
subrogation or other rights or benefits that cannot be effectively waived under applicable law or
(ii) the enforceability of indemnification provisions to the extent they purport to relate to
liabilities resulting from or based upon negligence or any violation of federal or state securities
or blue sky laws.
May 23, 2011 Page 3 |
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), the laws of the State of New York 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.