Attached files
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 Companys 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 Companys 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 Companys 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.