Attached files

file filename
8-K - 8-K - WPX ENERGY, INC.d75304d8k.htm
EX-4.1 - EX-4.1 - WPX ENERGY, INC.d75304dex41.htm
EX-5.1 - EX-5.1 - WPX ENERGY, INC.d75304dex51.htm
EX-5.3 - EX-5.3 - WPX ENERGY, INC.d75304dex53.htm
EX-1.2 - EX-1.2 - WPX ENERGY, INC.d75304dex12.htm
EX-3.1 - EX-3.1 - WPX ENERGY, INC.d75304dex31.htm
EX-1.1 - EX-1.1 - WPX ENERGY, INC.d75304dex11.htm
EX-1.3 - EX-1.3 - WPX ENERGY, INC.d75304dex13.htm
EX-10.1 - EX-10.1 - WPX ENERGY, INC.d75304dex101.htm

Exhibit 5.2

 

LOGO

767 Fifth Avenue

New York, NY 10153-0119

+1 212 310 8000 tel

+1 212 310 8007 fax

July 22, 2015

WPX Energy, Inc.

3500 One Williams Center

Tulsa, Oklahoma 74172

Ladies and Gentlemen:

We have acted as counsel to WPX Energy, Inc. a Delaware corporation (the “Company”), in connection with (i) the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-3 (File No. 333-198523) (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and (ii) the issuance and sale by the Company of 7,000,000 shares (the “Shares”) of 6.25% series A mandatory convertible preferred stock, par value $0.01 per share (the “Preferred Stock”), of the Company.

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended and Restated Certificate of Incorporation of the Company (including all amendments thereto); (ii) the Amended and Restated Bylaws of the Company; (iii) the Registration Statement; (iv) the prospectus, dated July 14, 2015, contained within the Registration Statement; (v) the preliminary prospectus supplement related to the Shares, dated July 14, 2015; (vi) the free writing prospectus related to the Shares, dated July 15, 2015; (vii) the free writing prospectus related to the Shares, dated July 16, 2015; (viii) the prospectus supplement related to the Shares, dated July 16 2015; (ix) the Certificate of Designations as filed with the Secretary of State of the State of Delaware designating the Preferred Stock (the “Certificate of Designations”); (x) the form of certificate evidencing the Preferred Stock in the form attached to the Certificate of Designations; (xi) the Underwriting Agreement related to the Shares, dated July 16, 2015, between the Company and Barclays Capital Inc. as representative of the several underwriters named in Exhibit A thereto; and (xii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.


LOGO

July 22, 2015

Page 2

 

Based on the foregoing and subject to the qualifications stated herein, we are of the opinion that:

 

  1. The Shares are validly issued, fully paid and non-assessable.

 

  2. The maximum number of 34,652,800 shares of the Company’s common stock, par value $0.01 per share, initially issuable upon conversion of the Shares pursuant to the Certificate of Designations, when issued in accordance with the Certificate of Designations, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

 

Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP