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EXHIBIT 5.1
[CONNER & WINTERS LETTERHEAD]
September 20, 2000
Prize Energy Corp.
3500 William D. Tate
Suite 200
Grapevine, Texas 76051
Re: Prize Energy Corp.
Registration Statement on Form S-1
File No. 333-44346
Gentlemen:
We have acted as counsel for Prize Energy Corp., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of a proposed public offering of an
aggregate of 4,397,960 shares of the Company's common stock, par value $.01 per
share (the "Shares"), of which up to (i) 3,824,313 shares will be sold by
certain stockholders of the Company (the "Selling Stockholders"), (ii) 229,458
shares will be sold by the Company subject to an over-allotment option granted
to the underwriters offering the Shares, and (iii) 344,189 shares will be sold
by certain other stockholders of the Company (the "Over-Allotment
Stockholders") subject to an over-allotment option granted to the underwriters
offering the Shares. A Registration Statement on Form S-1, as amended (the
"Registration Statement"), covering the sale of the Shares has been filed under
the Securities Act with the Securities and Exchange Commission. As described in
the Registration Statement, the Selling Stockholders, the Company and the
Over-Allotment Stockholders are selling the Shares pursuant to an Underwriting
Agreement (the "Underwriting Agreement") to be entered into among the Selling
Stockholders, the Company, the Over-Allotment Stockholders and Lehman Brothers
Inc., CIBC World Markets Corp. and Petrie Parkman & Co., Inc., as the
representatives for the underwriters.
In reaching the conclusions expressed in this opinion, we have (a)
examined such certificates of public officials and of corporate officers and
directors and such other documents and matters as we have deemed necessary or
appropriate, (b) relied upon the accuracy of facts and information set
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Prize Energy Corp.
September 20, 2000
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forth in all such documents, and (c) assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as copies, and the
authenticity of the originals from which all such copies were made.
Based on the foregoing, we are of the opinion that:
1. The Shares to be sold by the Selling Stockholders have been duly
authorized and are validly issued, fully paid and nonassessable shares of common
stock of the Company.
2. The Shares to be sold by the Over-Allotment Stockholders have been
duly authorized and are, or with respect to any of the Shares to be issued to
the Over-Allotment Stockholders by the Company pursuant to the exercise of
options, when issued, delivered and paid for in accordance with the terms of the
option agreements covering such Shares, will be, validly issued, fully-paid and
nonassessable shares of common stock of the Company.
3. The Shares to be sold by the Company have been duly authorized and,
when issued, delivered and paid for in accordance with the terms and conditions
of the Underwriting Agreement, will be validly issued, fully-paid and
nonassessable shares of common stock of the Company.
We are members of the bar of the State of Oklahoma. Our opinion
expressed above is limited to the laws of the State of Oklahoma, the federal
laws of the United States of America and the Delaware General Corporation Law,
and we do not express any opinion herein concerning the laws of any other
jurisdiction. As used herein, the term "Delaware General Corporation Law"
includes the statutory provisions contained therein, all applicable provisions
of the Delaware Constitution and judicial decisions interpreting these laws as
of the date of this opinion.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not hereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations promulgated
thereunder.
Yours very truly,
CONNER & WINTERS,
A Professional Corporation
/s/ CONNER & WINTERS,
A Professional Corporation
