[Jenkens & Gilchrist Letterhead]
September 7, 2000
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77069
Re: Swift Energy Company - Registration Statement on Form S-8
covering 1,660,548 shares of common stock
Gentlemen:
We have acted as securities counsel to Swift Energy Company, a Texas
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), on or about September 7, 2000, relating to the
registration of a total of 1,660,548 shares of common stock (the "Common Stock")
of the Company that may be issued by the Company pursuant to employee benefit
plans of the Company, including (i) 1,214,404 shares of Common Stock issuable
pursuant to the Swift Energy Company 1990 Stock Compensation Plan (the
"Compensation Plan"), (ii) 330,000 shares of Common Stock issuable pursuant to
the Swift Energy Company 1990 Nonqualified Stock Option Plan (the "Option Plan")
and (iii) 116,144 shares of Common Stock issuable pursuant to the Swift Energy
Company Employee Savings Plan (the "401(k) Plan" which, together with the
Compensation Plan and the Option Plan, are the "Plans").
You have requested an opinion with respect to certain legal aspects of
the filing. In connection therewith, we have examined and relied upon the
original, or copies identified to our satisfaction, of (1) the Articles of
Incorporation, as amended, and the Bylaws, as amended, of the Company; (2)
minutes and records of the corporate proceedings of the Company with respect to
the establishment of the Plans, the issuance of the Shares of Common Stock
pursuant to the Plans and related matters; (3) the Registration Statement and
exhibits thereto, including the Plans; and (4) such other documents and
instruments as we have deemed necessary for the expression of opinions herein
contained. In making the foregoing examinations, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. As to various questions of fact
material to this opinion, and as to the content and form of the Articles of
Incorporation, as amended, and the Bylaws, as amended, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent deemed reasonably appropriate, upon representations or certificates
of officers or directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent check or
verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and assuming that:
(1) outstanding incentive or nonqualified options to purchase Shares
("Options") were duly granted, and the Options to be granted in the future are
duly granted, in accordance with the terms of the Compensation Plan or the
Option Plan, as applicable, and the Shares to be sold and issued in the future
upon the exercise of Options or otherwise will be issued and sold in accordance
with the terms of the Plans;
(2) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those persons
who purchase Shares pursuant to the Plans;
(3) the consideration for the Shares issued pursuant to the Plans is
actually received by the Company as provided in the Plans and exceeds the par
value of such Shares; and
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(4) the board of directors of the Company authorizes the annual
issuance of shares of Common Stock to the 401(k) Plan;
we are of the opinion that the Shares issued or sold in accordance with the
terms of the Plans will be duly and validly issued, fully paid and
nonassessable.
The opinions expressed herein are limited to the laws of the State of
Texas, and the federal laws of the United States of America and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to us included in or made a part of the
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Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist
A Professional Corporation
By: /s/ Donald W. Brodsky
Donald W. Brodsky
Authorized Signatory
