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EXHIBIT 5.1
[Letterhead of Vinson & Elkins appears here]
August 10, 2000
Spinnaker Exploration Company
1200 Smith Street, Suite 800
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Spinnaker Exploration Company, a Delaware
corporation (the "Company"), with respect to certain legal matters in connection
with the registration by the Company under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale by the Company of up to
5,600,000 shares (the "Shares") of common stock, par value $.01 per share, of
the Company.
In connection with the foregoing, we have examined or are familiar with the
Certificate of Incorporation and the Bylaws of the Company (and any amendments
thereto), the corporate proceedings with respect to the registration of the
Shares, and the Registration Statement on Form S-1 filed in connection with the
registration of the Shares (the "Registration Statement"), and such other
certificates, instruments and documents as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares proposed to be
issued and sold by the Company and, upon issuance and delivery thereof as set
forth in the Registration Statement, will have been validly authorized for
issuance and will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the Constitution of the State
of Delaware and the General Corporation Law of the State of Delaware, as
interpreted by the courts of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not 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 thereunder.
Sincerely,
Vinson & Elkins L.L.P.
