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EXHIBIT 5.1
October 4, 2000
Board of Directors
The Houston Exploration Company
1100 Louisiana Street, Suite 2000
Houston, Texas 77002-5219
Gentlemen:
We have acted as counsel to The Houston Exploration Company, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the issuance of (i) up to 500,000 additional shares of common stock,
par value $0.01 per share, of the Company (the "Common Stock") pursuant to the
Company's 1996 Stock Option Plan and (ii) up to 400,000 shares of Common Stock
pursuant to the Company's 1999 Non-Qualified Stock Option Plan. As used herein,
the term "Shares" includes the 500,000 additional shares issuable pursuant to
the 1996 Stock Option Plan and the 400,000 shares issuable pursuant to the 1999
Non-Qualified Stock Option Plan.
As the basis for the opinions hereinafter expressed, we have examined
such statutes, regulations, corporate records and documents and such other
instruments as we have deemed necessary for the purposes of the opinions
contained herein. As to all matters of fact material to such opinions, we have
relied upon the representations of officers of the Company and certificates of
public officials. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized and that such Shares will, when issued in accordance with
the terms of the 1996 Stock Option Plan and the 1999 Non-Qualified Stock Option
Plan, respectively, be duly authorized, fully paid and validly issued.
This opinion is limited in all respects to the General Corporation Law
of the State of Delaware and the laws of the United States of America insofar as
such laws are applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm name under the caption
"Exhibits" therein. In giving this consent, we do not thereby admit that we are
within 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 thereunder.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
