EXHIBIT 5.01
Davis Polk & Wardwell Opinion
August 2, 2000
Murphy Oil Corporation
200 Peach Street
P.O. Box 7000
El Dorado, AR 71731-7000
Ladies and Gentlemen:
We are acting as counsel for Murphy Oil Corporation (the "Registrant") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, 100,000
shares (the "Shares") of Common Stock ($1.00 par value) of the Registrant
issuable pursuant to the Employee Stock Purchase Plan, as amended May 10, 2000
(the "Plan") of the Registrant. In connection therewith, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Shares
deliverable pursuant to the Plan have been duly authorized and, when and to the
extent issued pursuant to the Plan upon receipt by the Registrant of adequate
consideration therefor, will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement.
Very truly yours,
Davis Polk & Wardwell
