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EXHIBIT 5
July 28, 2000
Pogo Producing Company
5 Greenway Plaza
Suite 2700
Houston, Texas 77046
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 ("Registration
Statement"), filed by Pogo Producing Company, a Delaware corporation (the
"Company"), under the Securities Act of 1933, as amended (the "Act"), relating
to the registration of 1,000,000 shares of the Company's Common Stock, par value
$1 per share (the "Common Shares") which may be issued pursuant to the 2000
Incentive Plan of Pogo Producing Company (the "Plan"), certain legal matters in
connection with the registration of the Common Shares are being passed upon by
me.
I have acted as counsel for the Company in connection with the preparation
of the Plan and the registration of the Common Shares. In such capacity, I have
examined the Company's Restated Certificate of Incorporation and Bylaws, each as
amended to date, and have examined the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
records, instruments and documents as a basis for the opinions hereinafter
expressed.
Based upon my examination as aforesaid, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, I am of the opinion
that:
The Common Shares to be issued pursuant to the Plan have been duly
authorized and, when issued and delivered in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable and free of
preemptive rights.
The opinion expressed herein is limited exclusively to the corporate law of
the state of Delaware and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Interests of Named Experts and Counsel."
Yours very truly,
/s/ GERALD A. MORTON
