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EXHIBIT 5.1
[VINSON & ELKINS L.L.P. LETTERHEAD]
(214) 220-7700 (214) 999-7732
December 21, 2000
Patina Oil & Gas Corporation
1625 Broadway
Denver, Colorado 80202
Patina Oil & Gas Corporation
Registration Statement on Form S-8
Common Stock
Ladies and Gentlemen:
We have acted as counsel for Patina Oil & Gas Corporation, a Delaware
corporation (the "Company"), in connection with the Company's registration under
the Securities Act of 1933, as amended, (the "Securities Act") of 250,000 shares
of common stock, par value $0.01 per share, of the Company (the "Shares") which
may be offered from time to time under the Patina Oil & Gas Corporation Profit
Sharing and Savings Plan and Trust, effective January 1, 1997 (the "Plan") under
the Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on December 21, 2000.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Certificate of Incorporation of the Company, as filed with the Secretary of
State of Delaware, (iii) the Bylaws of the Company, and (iv) the Plan.
We have assumed that (i) all information contained in all documents
reviewed by us is true and correct, (ii) the genuineness of all signatures on
all documents reviewed by us, (iii) the authenticity and completeness of all
documents submitted to us as originals, (iv) the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies,
(v) each natural person signing any document reviewed by us had the legal
capacity to do so, and (vi) each person signing in a representative capacity any
document reviewed by us had authority to sign in such capacity.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that the Shares, when offered
and issued by the Company pursuant to the terms of the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement. We also consent to the reference to this firm under
the heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not admit that this firm is 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
promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty
to advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
