Attached files

file filename
8-K - FORM 8-K - MAGNUM HUNTER RESOURCES CORPd282989d8k.htm
EX-1.1 - AT THE MARKET SALES AGREEMENT (SERIES D PREFERRED STOCK), DATED JANUARY 18, 2012 - MAGNUM HUNTER RESOURCES CORPd282989dex11.htm
EX-5.1 - OPINION OF PAUL JOHNSTON, ESQUIRE - MAGNUM HUNTER RESOURCES CORPd282989dex51.htm
EX-1.3 - AT THE MARKET SALES AGREEMENT (COMMON STOCK), DATED JANUARY 18, 2012 - MAGNUM HUNTER RESOURCES CORPd282989dex13.htm
EX-8.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. - MAGNUM HUNTER RESOURCES CORPd282989dex81.htm
EX-1.2 - AT THE MARKET SALES AGREEMENT (SERIES D PREFERRED STOCK), DATED JANUARY 18, 2012 - MAGNUM HUNTER RESOURCES CORPd282989dex12.htm

Exhibit 5.2

January 18, 2012

Magnum Hunter Resources Corporation

777 Post Oak Blvd. Suite 650

Houston, Texas 77056

 

Re: Registration of Securities of Magnum Hunter Resources Corporation

Ladies and Gentlemen:

At your request, I have examined the Registration Statement (the “Registration Statement”) on Form S-3 (File No. 333-174879) of Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), that became effective on January 18, 2012, the related base prospectus, which forms a part of and is included in the Registration Statement, and the prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on January 18, 2012 (collectively, the “Prospectus”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering and sale under the Securities Act of up to 10,000,000 shares (such equity, the “Common Shares”) of the Company’s Common Stock, par value $0.01 per share. The Common Shares will be issued and sold from time to time in at the market transactions pursuant to a sales agreement, dated January 18, 2012 (the “Sales Agreement”) with MLV & Co. LLC as the Company’s non-exclusive sales manager.

I am of the opinion that the Common Shares are duly authorized and, upon payment for and delivery of the Common Shares in accordance with the Sales Agreement, the Registration Statement, and the Prospectus, will be validly issued, fully paid and non-assessable.

I hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on or about the date hereof and to the reference to me under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. By giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Respectfully,

/s/ Paul M. Johnston

Paul M. Johnston, Esq.