Attached files
file | filename |
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8-K - FORM 8-K - RANGE RESOURCES CORP | d82591e8vk.htm |
EX-4.1 - EX-4.1 - RANGE RESOURCES CORP | d82591exv4w1.htm |
EX-4.3 - EX-4.3 - RANGE RESOURCES CORP | d82591exv4w3.htm |
EX-4.2 - EX-4.2 - RANGE RESOURCES CORP | d82591exv4w2.htm |
EX-4.4 - EX-4.4 - RANGE RESOURCES CORP | d82591exv4w4.htm |
EX-99.1 - EX-99.1 - RANGE RESOURCES CORP | d82591exv99w1.htm |
Exhibit 5.1
May 25, 2011
Range Resources Corporation
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
100 Throckmorton Street, Suite 1200
Fort Worth, Texas 76102
Ladies and Gentlemen:
We have acted as special counsel to Range Resources Corporation, 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, as amended (the Securities Act) of the offer and sale by the
Company from time to time pursuant to Rule 415 under the Securities Act (the Offering) of (i)
$500,000,000 aggregate principal amount of notes (the Notes), which are fully and unconditionally
guaranteed by the Subsidiary Guarantors (defined below) pursuant to the Underwriting Agreement
dated May 11, 2011 by and among the Company and the underwriters named therein (the Underwriting
Agreement) and (ii) the registration of guarantees (the Guarantees) of certain subsidiaries of
the Company listed in the Registration Statement (defined below) as guarantors (the Subsidiary
Guarantors) of the Notes. The Notes and the Guarantees will be referred to collectively herein as
the Securities.
The Securities were offered and sold pursuant to a prospectus supplement, dated May 11, 2011,
filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) on May
12, 2011, to a prospectus dated May 11, 2011 (such prospectus, as amended and supplemented by the
prospectus supplement, the Prospectus), included in a Registration Statement on Form S-3
(Registration No. 333-174119) (as amended, the Registration Statement), which Registration
Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act. Capitalized terms used but not defined herein shall have the meanings given such
terms in the Underwriting Agreement.
The Securities are to be issued pursuant to that certain Indenture, dated as of May 25, 2011,
as supplemented by the First Supplemental Indenture, dated May 25, 2011 (the Indenture) by and
among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A.
(the Trustee).
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Restated Certificate of Incorporation, the Certificate of First Amendment to Restated
Certificate of Incorporation, the Certificate of Second Amendment to Restated Certificate of
Incorporation, and the Amended and Restated By-laws of the Company, each as amended to the date
hereof, (ii) certain resolutions (the Resolutions) adopted by the Board of
Vinson & Elkins LLP Attorneys at Law
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May 25, 2011 Page 2 | ||
Directors of the
Company (the Board of Directors, or to the extent permitted by Section 141 of the General
Corporation Law of the State of Delaware (the DGCL), a duly constituted and acting committee
thereof, being referred to herein as the Board) relating to the registration of the Securities
and related matters, (iii) the Registration Statement, (iv) the Prospectus, (v) the Indenture, 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
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 was duly authorized, 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 Company and the other parties thereto.
Based upon such examination and review and the foregoing assumptions, we are of the opinion
that (1) the Notes have been duly authorized, executed and issued by the Company, and, assuming
that the Notes have been duly authenticated by the Trustee, constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms and will be entitled to the benefits of the Indenture, and (2) the Guarantees have been duly
authorized, executed and issued by the Subsidiary Guarantors, and 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,
May 25, 2011 Page 3 | ||
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.
The foregoing opinions are limited in all respects to the laws of the DGCL (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. 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 Registration
Statement and the referenced to us under the heading Legal matters in the prospectus that forms a
part of the registration statement. To effect such filing (by incorporation by reference), we
hereby consent to the filing of this opinion letter as an exhibit to a current report on Form 8-K.
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.
/s/ VINSON & ELKINS L.L.P.