<PAGE> 1
EXHIBIT 5.1
January 15, 2001
Encore Acquisition Company
777 Main Street, Suite 1400
Fort Worth, Texas 76102
Re: Registration Statement on Form S-1
Securities Exchange Commission Opinion
Gentlemen:
The opinion set forth below is given pursuant to Item 601(b)(5)(i) of
Regulation S-K for inclusion as Exhibit 5.1 to the Registration Statement on
Form S-1 (Registration No. 333-47540) (the "Registration Statement") of Encore
Acquisition Company, a Delaware corporation (the "Corporation"), pertaining to
the public offering of 7,150,000 shares of common stock, par value $.01 per
share, of the Corporation (the "Shares").
We have examined such matters of law and such certificates, documents
and records of public officials and of officers of the Corporation as we have
deemed necessary for the purposes of rendering this opinion.
In rendering this opinion, we have made the following assumptions: (i)
all documents submitted to or reviewed by us are accurate and complete and, if
not originals, are true and correct copies of the originals; (ii) the signatures
on each of such documents by the parties thereto are genuine; (iii) each
individual who signed such documents had the legal capacity to do so; and (iv)
all persons who signed such documents on behalf of a corporation were duly
authorized to do so.
Based upon and subject to the foregoing, and the other limitations and
qualifications set forth herein, we are of the opinion that, upon filing of the
Corporation's Second Amended and Restated Certificate of Incorporation with the
Delaware Secretary of State, the Shares will have been duly authorized by the
Corporation and, when issued against payment therefor in accordance with the
Registration Statement, will be validly issued, fully paid and non-assessable.
This opinion is further limited and qualified in all respects as
follows:
A. The opinion is specifically limited to the existing laws of
the State of Texas, the United States of America and the State of
Delaware.
<PAGE> 2
Encore Acquisition Company
January 15, 2001
Page 2
B. This opinion is limited to the specific opinions stated
herein, and no other opinion is implied or may be inferred beyond the
specific opinions expressly stated herein.
C. We assume no duty to update or supplement this opinion to
reflect any facts or circumstances that may hereafter come to our
attention or to reflect any changes in any law that may hereafter occur
or become effective.
We hereby consent to the use of this opinion in the Registration
Statement. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ KELLY, HART & HALLMAN, P.C.
KELLY, HART & HALLMAN
(a professional corporation)
