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EXHIBIT 5.1
[Letterhead of Vinson & Elkins appears here]
August 8, 2000
Spinnaker Exploration Company
1200 Smith Street, Suite 800
Houston, Texas 77002
Ladies and Gentlemen:
We are acting as counsel for Spinnaker Exploration Company, a Delaware
corporation (the "Company"), in connection with the proposed offer and sale (the
"Offering") by the Company set forth in the Registration Statement (as defined
below) to the several underwriters (the "Underwriters") set forth in the
underwriting agreement (the "Underwriting Agreement") to be executed in
connection with the Offering by the Company and the Underwriters, pursuant to
the prospectus forming a part of a Registration Statement on Form S-1,
Registration No. 333-41626, originally filed with the Securities and Exchange
Commission on July 18, 2000 (such Registration Statement, as amended at the
effective date thereof, being referred to herein as the "Registration
Statement"), of an aggregate of 4,000,000 shares of Common Stock, par value $.01
per share, of the Company ("Common Stock"), together with a maximum of 600,000
shares of Common Stock which may be sold to the Underwriters pursuant to the
over-allotment option provided in the Underwriting Agreement. Capitalized terms
used but not defined herein have the meanings set forth in the Registration
Statement.
We are rendering this opinion as of the time the Registration Statement
becomes effective in accordance with Section 8(a) of the Securities Act of 1933,
as amended.
In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the shares of Common Stock will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner described in the Registration Statement and the applicable prospectus.
In connection with the opinion expressed herein, we have examined, among
other things, the Restated Certificate of Incorporation, as amended, and the
Amended and Restated Bylaws of the Company, as amended, the records of corporate
proceedings that have occurred prior to the
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Spinnaker Exploration Company
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August 8, 2000
date hereof with respect to the Offering, the Registration Statement and the
form of Underwriting Agreement to be executed by the Company and the
Underwriters. We have also reviewed such questions of law as we have deemed
necessary or appropriate.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock proposed to be issued and sold by the Company to the Underwriters have
been validly authorized for issuance and, upon the issuance and delivery thereof
as set forth in the Registration Statement, will be validly issued, fully paid
and nonassessable.
This opinion is limited in all respects to the Constitution of the State of
Delaware and the Delaware General Corporation Law, as interpreted by the courts
of the State of Delaware.
We hereby consent to the statements with respect to us under the heading
"Legal Matters" in the prospectus forming a part of the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement,
but we do not thereby admit that we are within the class of persons whose
consent is required under the provisions of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
issued thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
