<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-K
------------
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 28, 1999
BASIN EXPLORATION, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-20125 84-1143307
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
370 SEVENTEENTH STREET, SUITE 3400, DENVER, COLORADO 80202
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (303) 685-8000
NOT APPLICABLE
Former Name or Former Address if Changed Since Last Report
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ryder Scott Company
23.3 Consent of Netherland, Sewell & Associates, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BASIN EXPLORATION, INC.
(Registrant)
May 28, 1999 By: /s/ Howard L. Boigon
---------------------------------------------
Howard L. Boigon
VICE PRESIDENT--GENERAL COUNSEL AND SECRETARY
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- ----------------------------------------------------------------------
<S> <C>
5.1 Opinion of Davis, Graham & Stubbs LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ryder Scott Company
23.3 Consent of Netherland, Sewell & Associates, Inc.
</TABLE>
<PAGE>
May 27, 1999
Basin Exploration, Inc.
370 Seventeenth Street, Suite 3400
Denver, Colorado 80202
Re: Shelf Registration Statement No. 333-36143 on Form S-3
Prospectus Supplement relating to 4,312,500 Shares
of Common Stock of Basin Exploration, Inc.
Ladies and Gentlemen:
We have acted as counsel for Basin Exploration, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") filed by
the Company with the Securities and Exchange Commission and declared
effective under the Securities Act of 1933, as amended (the "1933 Act") on
October 2, 1997, and a preliminary prospectus supplement dated May 28, 1999
relating to the offer and sale under that Registration Statement of 4,312,500
shares (the "Shares") of the Company's common stock, par value $.01 per share
(the "Common Stock").
This opinion is delivered pursuant to the requirements of Item
601(b)(5) of Regulation S-K under the 1993 Act.
We have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments, have made such inquiries as to questions of fact of
officers and representatives of the Company and have made such examinations of
law as we have deemed necessary or appropriate for purposes of giving the
opinions expressed below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity with the originals of all documents submitted to us
as copies.
<PAGE>
Basin Exploration, Inc.
May 27, 1999
Page 2
The following opinions are limited solely to the applicable federal
law of the United States of America, the law of the State of Colorado and the
General Corporation Law of the State of Delaware. While we are not licensed to
practice in the State of Delaware, we have reviewed applicable provisions of the
General Corporation Law of the State of Delaware as we have deemed appropriate
in connection with the opinions expressed herein. Except as described, we have
neither examined nor do we express any opinion with respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that:
1. The issuance and sale by the Company of the Shares, as provided
in the Registration Statement, has been duly and validly authorized by all
necessary corporate action of the Company.
2. The Company's Common Stock, and the Preferred Stock Purchase
Rights appertaining thereto, when issued and sold in conformity with the
resolutions of the board of directors of the Company and as contemplated in
the Registration Statement and the Prospectus Supplement, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1. We also consent to the reference to this firm under the heading
"Legal Matters" in the Registration Statement and "Validity of Common Stock" in
the Prospectus Supplement as the counsel who will pass upon the validity of the
Common Stock. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ DAVIS, GRAHAM & STUBBS LLP
DAVIS, GRAHAM & STUBBS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated February 24, 1999 (and to all references to our Firm) included in or
made a part of the prospectus supplement dated May 28, 1999 pursuant to the
registration statement on Form S-3 (No. 333-36143) filed by Basin
Exploration, Inc.
/s/ Arthur Andersen LLP
Denver, Colorado
May 27, 1999
<PAGE>
[Letterhead]
EXHIBIT 23.2
Basin Exploration, Inc.
370 Seventeenth Street, Suite 3400
Denver, Colorado 80202
Ladies and Gentlemen:
We hereby authorize the reference to the following reports prepared by
Ryder Scott Company in a Registration Statement on Form S-3 and in any
prospectus contained therein filed by Basin Exploration, Inc. with the United
States Securities and Exchange Commission:
1. Estimated Future Reserves and Income Attributable to Certain Leasehold
and Royalty Interests (SEC Parameters) as of January 1, for the years
1997, 1998 and 1999.
We further consent to the reference to our firm under the caption "Experts"
in such Registration Statement and prospectuses, as such Registration Statement
may be amended.
/s/ Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
<PAGE>
[Letterhead]
EXHIBIT 23.3
May 27, 1999
We hereby authorize the reference to the following reports prepared by
Netherland, Sewell & Associates, Inc. in a Registration Statement on Form S-3
for the offering and sale of Securities, as described in such Registration
Statement, and in any prospectus contained therein or prospectus supplement
thereto, filed or to be filed by Basin Exploration, Inc. with the United States
Securities and Exchange Commission:
1. An audit of onshore proved oil and gas reserves and future revenue
prepared by Basin Exploration, Inc., as of January 1, 1996, January 1,
1997 and January 1, 1998, dated February 5, 1996, January 27, 1997 and
January 21, 1998, respectively.
We further consent to the reference to our firm under the caption "Experts"
in such Registration Statement and prospectuses, as such Registration Statement
may be amended.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Clarence M. Netherland
----------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
