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Exhibit 5.1
November 28, 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 filing of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
covering the registration of 5,388,743 shares of common stock, par value $.01
per share, of the Company (the "Shares") on behalf of the selling stockholder
named in the Registration Statement.
We have solely examined originals, or copies certified or otherwise
identified to our satisfaction, of the (a) Restated Certificate of Incorporation
of the Company, as amended, (b) pertinent resolutions of the Board of Directors
and committees thereof of the Company, and (c) certificates or letters of the
Company and others for the purpose of this opinion. With respect to the
foregoing documents, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or reproduced copies.
As to questions of fact material to this opinion, we have relied, to the extent
we deemed such reliance appropriate, without investigation, on the certificates
and letters referred to above.
Based upon the foregoing, we are of the opinion that the Shares have been
validly authorized and issued and are 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 federal
courts and the courts of the State of Delaware.
We hereby consent to the statements with respect to us under the heading
"Validity of Securities" 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 do not thereby admit that we are within the class of persons
whose consent is required under the provisions of the Securities Act or the
rules and the regulations of the Securities and Exchange Commission issued
thereunder.
Very truly yours,
Vinson & Elkins L.L.P.
