Attached files
file | filename |
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S-1/A - FORM S-1/A - C&J Energy Services, Inc. | h80995a6sv1za.htm |
EX-23.1 - EX-23.1 - C&J Energy Services, Inc. | h80995a6exv23w1.htm |
Exhibit 5.1
September 16, 2011
C&J Energy Services, Inc.
10375 Richmond Avenue, Suite 2000
Houston, Texas 77042
10375 Richmond Avenue, Suite 2000
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel to C&J Energy Services, Inc., a Delaware corporation (the Company),
with respect to certain legal matters in connection with the preparation of a Registration
Statement on Form S-1, Registration No. 333-173188, originally filed with the Securities and
Exchange Commission on March 30, 2011 (such Registration Statement, as amended at the effective
date thereof, being referred to herein as the
Registration Statement) relating to
38,463,074 shares of common stock, par value $0.01 per share, of the Company (the Secondary Shares) that may
be sold by certain stockholders of the Company identified in the Registration Statement (the
Selling Stockholders) from time to time pursuant to Rule 415 under the Securities Act of 1933, as
amended.
In connection with this opinion, we have assumed that the Registration Statement, and any
amendments thereto (including post-effective amendments), will have become effective.
In connection with the opinion expressed herein, we have examined, among other things, (i) the
Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with
respect to the Registration Statement and (iii) the Registration Statement. We have also reviewed
such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to
the opinion expressed herein, and as to factual matters arising in connection with our examination
of corporate documents, records and other documents and writings, we relied upon certificates and
other communications of corporate officers of the Company, without further investigation as to the
facts set forth therein.
Based upon the foregoing, we are of the opinion that:
(a) the Secondary Shares have been duly authorized, validly issued, fully paid and
nonassessable.
The foregoing opinion is 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,
and we do not express any opinions as to the laws of any other jurisdiction. Our opinion expressed
in paragraph (a) above, insofar as it relates to the Secondary Shares being fully paid, is based
solely on an officers certificate of the Company, executed and delivered to us by an executive
officer of the Company, confirming the Companys receipt of the consideration called for by the
applicable resolutions authorizing the issuance of such shares.
We hereby consent to the statements with respect to us under the heading Legal Matters in
the prospectus forming a part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement. 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 of 1933 and
the rules and regulations thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law
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