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EXHIBIT 5
May 29, 2000
Unit Corporation
1000 Kensington Tower
7130 South Lewis
Tulsa, Oklahoma 74136
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel to Unit Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933, as amended, of 210,000 shares of Common Stock, $.20 par value (the
"Shares"), of the Company subject to issuance by the Company upon exercise
of options granted under the Unit Corporation 2000 Non-Employee Directors' Stock
Option Plan (the "Plan").
I have examined the originals or certified copies of such corporate
records, certificates of officers of the Company and public officials and such
other documents and have made such other factual and legal investigations as I
have deemed relevant and necessary as the basis for the opinions set forth
below. I have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as conformed or photo static copies and the
authenticity of the originals of such copies.
Based on the foregoing and in reliance thereon, I am of the opinion that
(i) the issuance by the Company of the Shares has been duly authorized and (ii)
when issued in accordance with the terms of the Plan, the Shares will be
duly and validly issued, fully paid and non-assessable.
I am admitted to practice in Oklahoma. I am not admitted to practice in
Delaware. However, I am generally familiar with the Delaware General Corporation
Law as presently in effect (the "DGCL") and the reported decisions thereunder
and have made such investigation thereof as I consider necessary for the
purposes of this opinion. This opinion letter is limited to the DGCL, currently
existing case law and the facts as they presently exist. I express no opinion
with respect to the effect or applicability of the laws of any other
jurisdiction.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Mark E. Schell
