Exhibit 5.1

		811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com   FIRM / AFFILIATE OFFICES
		Barcelona		Moscow
		Beijing		Munich
		Boston		New Jersey
		Brussels		New York
		Century City		Orange County
		Chicago		Paris
July 5, 2016		Dubai		Riyadh
		Düsseldorf		Rome
		Frankfurt		San Diego
		Hamburg		San Francisco
Southwestern Energy Company		Hong Kong		Shanghai
10000 Energy Drive		Houston		Silicon Valley
Spring, Texas 77389		London		Singapore
		Los Angeles		Tokyo
		Madrid		Washington, D.C.
		Milan

Ladies and Gentlemen:

We have acted as special counsel to Southwestern Energy Company, a Delaware corporation (the “Company”), in connection with the proposed issuance of 98,900,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”), pursuant to a prospectus supplement dated June 29, 2016 and the base prospectus included in the Registration Statement referred to below (together, the “Prospectus”), and an underwriting agreement dated June 29, 2016 between the Company and the underwriters named therein (the “Underwriting Agreement”).

The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on November 17, 2015 (Registration No. 333-208074) (as so filed, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that

July 5, 2016

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the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated July 5, 2016 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ LATHAM & WATKINS LLP