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EXHIBIT 5.1
(214) 969-1700
October 20, 2000
Pure Resources, Inc.
500 West Illinois
Midland, Texas 79701
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Pure Resources, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of an aggregate of 6,608,343 shares of
the Company's Common Stock, $.01 par value per share (the "Shares"), for
issuance under the Pure Resources, Inc. 1999 Incentive Plan (the "Plan").
We have participated in the preparation of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission, relating to the registration of the Shares under the
Securities Act.
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the resolutions of
the Company's Board of Directors establishing the Plan, the Registration
Statement and such corporate records of the Company, certificates of officers of
the Company, and other instruments and documents as we have deemed necessary to
require as a basis for the opinion hereinafter expressed. As to various
questions of fact material to such opinion, we have, where relevant facts were
not independently established, relied upon statements of officers of the Company
whom we believe to be responsible.
Based upon the foregoing and in reliance thereon, we advise you that in our
opinion the Shares, when issued and delivered in accordance with the provisions
of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
THOMPSON & KNIGHT L.L.P.
