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Exhibit 5
[LETTERHEAD OF CONNER & WINTERS]
January 12, 2001
Vintage Petroleum, Inc.
110 West Seventh Street
Tulsa, Oklahoma 74119
Re: Vintage Petroleum, Inc.
Registration Statement on
Form S-8 (the "Registration Statement")
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Gentlemen:
We have acted as counsel for Vintage Petroleum, Inc., a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of the
Registration Statement relating to an aggregate of 5,268,044 shares of Common
Stock, par value $.005 per share, of the Company (the "Shares"), issuable upon
the exercise of options or pursuant to awards granted, or which may from time to
time be granted, to directors, officers and key employees of the Company or its
subsidiaries pursuant to the Vintage Petroleum, Inc. 1990 Stock Plan, as amended
(the "1990 Plan"), and the Vintage Petroleum, Inc. Non-Management Director Stock
Option Plan, as the case may be (collectively, the "Plans").
We have examined the Registration Statement being filed contemporaneously
herewith. We have also examined and are familiar with an original or copy, the
authenticity of which has been established to our satisfaction, of each of the
Plans and all such documents, corporate records, and other instruments as we
have deemed necessary to express the opinion herein set forth. We understand
that the Company does not intend to grant restricted stock awards under the 1990
Plan to employees or directors who have been employed by or served the Company
or its subsidiaries for less than six months. We have also assumed that the
consideration to be received by the Company for each of the Shares upon issuance
will equal or exceed the par value per share of Common Stock of the Company.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plans and applicable authorized forms of agreement thereunder, will be
validly issued, fully paid, and non-assessable.
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Vintage Petroleum, Inc.
January 12, 2001
Page 2
We are members of the bar of the State of Oklahoma. Our opinion expressed
above is limited to the laws of the State of Oklahoma, the corporate law of the
State of Delaware and the federal laws of the United States of America, and we
do not express any opinion herein concerning the laws of any other jurisdiction.
We hereby consent to the Company's filing of this opinion as an exhibit to
the Registration Statement and to the references to our firm in the Registration
Statement.
Very truly yours,
Conner & Winters,
A Professional Corporation
