Exhibit 5.1
Law Offices
McAfee & Taft
A Professional Corporation
10th Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
(405) 235-9621
Fax (405) 235-0439
http://www.mcafeetaft.com
December 15, 2000
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Ladies and Gentlemen:
Reference is made to your Registration Statement on
Form S-3 filed with the Securities and Exchange Commission (the
"Commission") on November 16, 2000 relating to the proposed
issuance and sale from time to time of up to $447,261,200
aggregate initial offering price of (a) shares of common stock,
par value $0.10 per share (the "Common Stock") of Devon Energy
Corporation, a Delaware corporation (the "Company"), (b) shares
of preferred stock, par value $1.00 per share of the Company (the
"Preferred Stock"), (c) the Company's debt securities (the "Debt
Securities"), (d) the Company's stock purchase contracts (the
"Stock Purchase Contracts"), (e) the Company's stock purchase
units (the "Stock Purchase Units"), consisting of stock purchase
contracts and other securities, (f) preferred securities (the
"Trust Preferred Securities") of Devon Financing Trust II (the
"Trust"), and (g) the Company's guarantee with respect to the
Trust Preferred Securities (each, a "guarantee" and collectively,
the "Guarantees"). The Common Stock, the Preferred Stock, the
Debt Securities, the Stock Purchase Contracts, the Stock Purchase
Units, the Trust Preferred Securities and the Guarantees may
hereinafter be referred to as the "Securities." The Debt
Securities will be issued pursuant to an indenture to be entered
into between the Company and the Bank of New York, in the form
filed as an exhibit to the Registration Statement, as such
indenture may be supplemented (the "Indenture"). Each Stock
Purchase Contract will be issued pursuant to an agreement (the
"Purchase Agreement"). Each Guarantee will be issued pursuant to
a guarantee agreement to be entered into between the Company and
the Bank of New York, as guarantee trustee thereunder in the form
filed as an exhibit to the Registration Statement, as
supplemented (each, a "Guarantee Agreement" and, collectively,
the "Guarantee Agreements").
We have examined the corporate records of the Company,
have attended meetings of the Company's board of directors and
have made such other investigations as we have deemed appropriate
in order to express the opinions set forth herein. We have
reviewed the formation documents of the Trust. We have also
examined a copy of the Registration Statement and originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public
officials and other instruments and matters of law as we have
deemed necessary for purposes of rendering opinions hereinafter
expressed.
In our examinations, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the originals of all
documents submitted to us as copies.
In connection with this opinion, we have assumed (a)
the Registration Statement, and any amendments thereto (including
pre- and post-effective amendments), will become effective under
the Securities Act; (b) a prospectus supplement will be filed
with the Commission describing the Securities offered thereby;
(c) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner
stated in the Registration Statement and the applicable
prospectus supplement; (d) a definitive purchase, underwriting or
similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by
the Company and the other parties thereto; (e) any Securities
issuable upon conversion, exchange, redemption or exercise of any
Securities being offered will be duly authorized, created, and,
if appropriate, reserved for issuance upon such conversion,
exchange, redemption or exercise; (f) with respect to shares of
Common Stock or Preferred Stock offered, there will be sufficient
shares of Common Stock or Preferred Stock authorized under the
Company's Certificate of Incorporation at the time and not
otherwise reserved for issuance, and the consideration received
will be at least equal to the par value thereof; and (g) each of
the agreements in question to which the Company or the Trust is a
party is enforceable against the other parties thereto.
Based on such examination and review and subject to the
qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and
validly existing in good standing under the laws of the State of
Delaware.
2. The shares of Common Stock will be duly
authorized, validly issued, fully paid and non-assessable, when
(a) the Board of Directors of the Company or, to the extent
permitted by the General Corporation Law of the State of Delaware
and Certificate of Incorporation and Bylaws (the "charter
documents") of the Company, a duly constituted and acting
committee thereof (such Board of Directors or committee being
hereinafter referred to as the "Board") has taken all necessary
corporate action to approve the issuance thereof and the final
financial and other terms of the offering of shares of Common
Stock and related matters, and (b) certificates representing the
shares of Common Stock have been duly executed, countersigned,
registered and delivered, or if uncertificated, valid book-entry
notations are made in the share register of the Company, either
(i) in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board in
exchange for payment of the consideration therefor provided for
therein, or (ii) upon conversion, exchange, redemption or
exercise of any other security, in accordance with the terms of
such security or the instrument governing such security providing
for such conversion, exchange, redemption or exercise as approved
by the Board, for the consideration approved by the Board.
3. The shares of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable, when
(a) the Board has taken all necessary corporate action to approve
and establish the final financial and other terms of the shares
of Preferred Stock, to approve the issuance thereof and the terms
of the offering thereof and related matters, including the
adoption of a Certificate of Designation relating to such
Preferred Stock (a "Certificate of Designation"), and such
Certificate of Designation has been filed with the Secretary of
State of the State of Delaware, and (b) certificates representing
the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered, or if uncertificated,
valid book-entry notations are made in the share register of the
Company, either (i) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board
in exchange for payment of the consideration therefor provided
for therein, or (ii) upon conversion, exchange, redemption or
exercise of any other security, in accordance with the terms of
such security or the instrument governing such security providing
for such conversion, exchange, redemption or exercise as approved
by the Board, for the consideration approved by the Board.
4. The Debt Securities will constitute legal, valid
and binding obligations of the Company, enforceable against the
Company in accordance with their terms, when (a) the Indenture
relating to such Securities and a supplement establishing the
specific terms of such securities have been duly authorized and
validly executed and delivered by each of the parties thereto,
(b) the Board has taken all necessary corporate action to approve
and establish the terms of such series and to authorize and
approve the issuance thereof, the terms of the offering thereof
and related matters, and (c) the Debt Securities of such series
have been executed, authenticated, issued and delivered in
accordance with the Indenture, any applicable supplemental
indenture relating to such series and the applicable definitive
purchase, underwriting or similar agreement approved by the
Board, in exchange for payment of the consideration therefor
provided for therein.
5. The Stock Purchase Contracts will constitute
legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, when (a) each
Purchase Agreement has been duly authorized and validly executed
and delivered by each of the parties thereto, (b) the Board has
taken all necessary corporate action to approve and establish the
terms of such Stock Purchase Contracts and to authorize and
approve the issuance thereof, the terms of the offering thereof
and related matters, and (c) the Stock Purchase Contracts have
been duly executed and delivered in accordance with the Purchase
Agreements and the applicable definitive purchase, underwriting
or similar agreement approved by the Board in exchange for
payment of the consideration therefor provided for therein.
6. The Trust has been duly created and is validly
existing in good standing as a business trust under the Delaware
Business Trust Act.
7. With respect to the Trust Preferred Securities,
when (a) an Amended and Restated Declaration of Trust between the
Company and the trustees named therein, in the form filed as an
exhibit to the Registration Statement, and any amendment or
supplement specifying the final financial and other terms of the
Trust Preferred Securities (the "Trust Agreement") have been duly
authorized and validly executed and delivered by each of the
parties thereto, (b) the trustees and the Board have taken all
necessary action to authorize and approve the issuance of the
Trust Preferred Securities, (c) certificates representing the
Trust Preferred Securities have been duly executed,
countersigned, registered and delivered in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the Company and the trustees in exchange for payment
of the consideration therefor, and (d) the Trust Preferred
Securities are issued in accordance with the Trust Agreement, the
Trust Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 8 below, fully paid and
non-assessable beneficial interests in the assets of the trust.
8. Holders of the Trust Preferred Securities, as
beneficial owners of the Trust, will be entitled to the same
limitation of personal liability extended to stockholders of
private corporations for profit organized under the General
Corporation Law of the State of Delaware, and will not be
required to make any additional payments or take any other action
except as otherwise described in the Registration Statement, the
prospectus and any prospectus supplement.
9. With respect to each Guarantee Agreement, when (a)
such Guarantee Agreement in the form filed as an exhibit to the
Registration Statement, and any amendments or supplements
specifying the final terms thereof, have been duly authorized,
validly executed and delivered by each of the parties thereto,
and (b) the Board has taken all necessary corporate action to
approve the Guarantee and issuance thereof and related matters,
such Guarantee Agreement will constitute the legal, valid and
binding obligation of the Company, enforceable against the
Company in accordance with its terms.
Our opinions expressed above are subject to the
qualifications that we express no opinions as to the
applicability of, compliance with, or effect of (i) any
bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting
the enforcement of creditor's rights generally, (ii) general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and (iii) public
policy considerations which may limit the rights of parties to
obtain certain remedies.
We are members of the Bar of the State of Oklahoma and
the foregoing opinion is limited to the laws of the State of
Oklahoma, the federal laws of the United States of America, the
General Corporation Law of the State of Delaware and the Delaware
Business Trust Act.
We hereby consent to the filing of this opinion letter
as an exhibit to the Registration Statement. We also consent to
the reference to our name under the caption "Legal Matters" in
the prospectus contained in the Registration Statement. In
giving this consent, we do not hereby admit that we are the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ McAfee & Taft A Professional Corporation
McAfee & Taft A Professional Corporation
