Attached files
file | filename |
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8-K - FORM 8-K - NEWFIELD EXPLORATION CO /DE/ | h84884e8vk.htm |
EX-1.1 - EX-1.1 - NEWFIELD EXPLORATION CO /DE/ | h84884exv1w1.htm |
EX-1.2 - EX-1.2 - NEWFIELD EXPLORATION CO /DE/ | h84884exv1w2.htm |
Exhibit 5.1
September 28, 2011
Newfield Exploration Company
4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
4 Waterway Square Place, Suite 100
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel to Newfield Exploration Company, 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 by the
Company (the Offering) of $750,000,000 aggregate principal amount of 53/4% Senior Notes due 2022
(the Notes), pursuant to the Underwriting
Agreement dated September 27, 2011 (the Underwriting
Agreement) and the Pricing Agreement dated September 27, 2011 by and among the
Company and the underwriters named therein (the Pricing
Agreement and, together with the Underwriting Agreement, the
terms of which are incorporated into the Pricing Agreement by
reference,Agreement).
The Notes have been offered for sale pursuant to a prospectus supplement, dated September 27,
2011, filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 424(b)
on September 28, 2011, to a prospectus dated August 10, 2011 (such prospectus, as amended and
supplemented by the prospectus supplement, the Prospectus), included in a Registration Statement
on Form S-3 (Registration No. 333-176218) (the Registration Statement), which Registration
Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the
Securities Act.
The Notes are to be issued pursuant to that certain Indenture (the Base Indenture), dated as
of February 28, 2001, between the Company and U.S. Bank National Association (as successor to
Wachovia Bank, National Association, formerly First Union National Bank) (the Trustee), as
amended and supplemented by the Second Supplemental Indenture (the Supplemental Indenture), dated
as of September 30, 2011 (the Base Indenture, as so amended and supplemented, being called herein
the Indenture), by and among the Company and the Trustee.
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Second Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, each as amended to date, (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 form of the Second
Supplemental Indenture, and (vii) such other certificates, instruments and documents as we
considered appropriate for
Vinson & Elkins LLP Attorneys at Law
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September 28, 2011 Page 2
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 Notes 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 Second 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 Agreement has been duly authorized and validly executed and
delivered by the underwriters named therein.
Based upon such examination and review and the foregoing assumptions, we are of the opinion
that when the Notes have been duly executed and issued by the Company and duly authenticated by the
Trustee and paid for by the underwriters as contemplated by the Agreement, the Notes
will constitute valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms and will be entitled to the benefits of the Indenture.
The foregoing opinion is 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 laws of general applicability relating to or
affecting creditors rights and to general equity principles (regardless of whether such
enforceability is considered in a proceeding of equity or at law) and an implied covenant of good
faith and fair dealing.
We express no opinion 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
September 28, 2011 Page 3
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 Delaware General
Corporation Law (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 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.