Exhibit 5.1
CONNER & WINTERS
P.L.L.C.
LAWYERS
100 WEST CENTER
SUITE 200
FAYETTEVILLE, ARKANSAS 72701
_______
July 28, 2000
Southwestern Energy Company
1083 Sain Street
Fayetteville, Arkansas 72703
Re: Registration Statement of Form S-8
Ladies and Gentlemen:
We have acted as counsel to Southwestern Energy Company, an Arkansas
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Registration Statement on
Form S-8 (the "Registration Statement") relating to an aggregate of 1,254,000
shares of the Company's common stock, par value $.10 per share (the "Shares"),
which may be issued pursuant to restricted stock awards ("Restricted Stock") or
options ("Options") granted under the terms of the Southwestern Energy Company
2000 Stock Incentive Plan (the "Incentive Plan") or under stock option and
restricted stock agreements (the "Agreements").
In rendering the following opinion, we have reviewed the originals or
copies certified or otherwise identified to our satisfaction of all such
corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinion expressed below. In rendering the
opinion expressed below, we have assumed the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized by all necessary corporate action of the Company, and (i) upon
the issuance of Restricted Stock pursuant to the terms of the Incentive Plan,
the Shares so issued will be legally issued, fully paid and nonassessable, (ii)
upon the issuance of Shares pursuant to the exercise of an Option in accordance
with its terms and the terms of the Incentive Plan or the Agreement, as the case
may be, the Shares so issued, when paid for in accordance with the terms of the
Incentive Plan or the Agreement, as the
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July 28, 2000
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case may be, and at a price per share in excess of the par value per share for
such Shares, will be legally issued, fully paid and nonassessable and (iii) the
Shares issued as Restricted Stock pursuant to the Agreements are legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In giving this consent, we do not
thereby admit that we are in a category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission issued thereunder.
Very truly yours,
/s/ Conner & Winters, P.L.L.C.
Conner & Winters, P.L.L.C.
