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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - MAGNUM HUNTER RESOURCES CORP | a13-4139_18k.htm |
Exhibit 5.1
February 13, 2013
Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
Ladies and Gentlemen:
Re: Registration of Securities of Magnum Hunter Resources Corporation
At your request, I have examined the Registration Statement (as amended through pre-effective Amendment No. 1 thereto) (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 supplements filed with the Securities and Exchange Commission (the Commission) on January 18, 2012 and February 13, 2013, respectively (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 2,500,000 shares (such equity, the Preferred Shares) of the 8.0% Series D Cumulative Preferred Stock, par value $0.01 per share, of the Company. The Preferred Shares will be issued and sold from time to time in at-the-market transactions pursuant to sales agreements, dated January 18, 2012 (the Sales Agreements) with MLV & Co. LLC and Wunderlich Securities, Inc., as the Companys non-exclusive sales managers.
I am of the opinion that the Preferred Shares are duly authorized and, upon payment for and delivery of the Preferred Shares in accordance with the Sales Agreements, the Registration Statement, and the Prospectus, the Preferred Shares 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, |
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/s/ Paul M. Johnston |
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Paul M. Johnston, Esq. |
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