EXHIBIT 5.1
[LETTERHEAD OF FULBRIGHT & JAWORSKI, L.L.P.]
September 11, 2000
Magnum Hunter Resources, Inc.
600 East Las Colinas Boulevard, Suite 1100
Irving, Texas 75039
Re: Magnum Hunter Resources, Inc. (the "Company"): Registration Statement
on Form S-3 under the Securities Act of 1933 (the "Act")
Ladies and Gentlemen:
We have acted as counsel for the Company, a Nevada corporation, in
connection with the registration by the Company under the Act of the offer and
sale by the Company from time to time, pursuant to Rule 415 under the Act, of
(i) the Company's unsecured debt securities, in one or more series, consisting
of notes, debentures or other evidences of indebtedness (the "Debt Securities"),
(ii) shares of preferred stock, par value $0.001 per share, of the Company in
one or more series (the "Preferred Stock"), which may be issued in the form of
depositary shares evidenced by depositary receipts (the "Depositary Shares"),
(iii) shares of common stock, par value $0.002 per share, of the Company (the
"Common Stock"), including up to 1,726,217 shares (the "Sales Manager Shares")
that may be sold by the Company pursuant to a Sales Manager Agreement (as
defined below), (iv) warrants ("Warrants") to purchase Debt Securities,
Preferred Stock, Depositary Shares or Common Stock and (v) guarantees
("Guarantees") by certain subsidiaries of the Company named in the Registration
Statement (the "Subsidiary Guarantors") with respect to the Debt Securities
(such Debt Securities, Preferred Stock, Depositary Shares, Warrants, Common
Stock and Guarantees are collectively referred to herein as the "Securities").
The Securities will be offered in amounts, at prices and on terms to be
determined in light of market conditions at the time of sale and to be set forth
in supplements to the Prospectus contained in the Company's Registration
Statement on Form S-3 to which this opinion is an exhibit (the "Registration
Statement").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Articles of Incorporation and Bylaws of the
Company, each as amended to the date hereof, (ii) the form of Indenture (the
"Indenture") relating to the Debt Securities included as an exhibit to the
Registration Statement, (iii) the form of Sales Manager Agreement between the
Company and RGC Brinson Patrick, LLC (the "Sales Manager Agreement") included as
an exhibit to the Registration Statement and (iv) such other certificates,
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed. In addition, we reviewed such questions of law as
we considered appropriate.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective; (ii) a prospectus supplement (a "Prospectus
Supplement") will have been prepared and filed with the Securities and Exchange
Commission (the "Commission") describing the Securities offered thereby; (iii)
all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable Prospectus Supplement; (iv) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered (other than the
Sales Manager Shares) will have been duly authorized and validly
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Magnum Hunter Resources, Inc.
September 11, 2000
Page 2
executed and delivered by the Company and the other parties thereto; (v) at
the time of any offering or sale of Securities, that the Company will have such
number of shares of Common Stock or Preferred Stock, if applicable, as set forth
in such offering or sale, authorized, established (if applicable) and available
for issuance, and (vi) any Securities issuable upon conversion, exchange or
exercise of any Security being offered will be duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.
Based upon the foregoing and subject to the limitations and qualifications
set forth below, we are of the opinion that:
1. With respect to Debt Securities to be issued under the
Indenture, when (i) the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended; (ii) the Board (as hereinafter
defined) has taken all necessary corporate action to approve the
issuance and terms of such Debt Securities, the terms of the offering
thereof and related matters; and (iii) such Debt Securities have been
duly executed, authenticated, issued and delivered in accordance with
the provisions of the Indenture and either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration therefor
provided for therein, or (b) upon exercise of any other Security, in
accordance with the terms of such Security or the instrument governing
such Security providing for such exercise as approved by the Board, for
the consideration approved by the Board, such Debt Securities will be
legally issued.
2. With respect to Guarantees issued by any Subsidiary
Guarantor with respect to any Debt Securities, when (i) the board of
directors of each Subsidiary Guarantor has taken all necessary
corporate action to approve the issuance and terms of such Guarantees,
the terms of the offering thereof and related matters; (ii) the terms
of such Guarantees and of their issuance and sale have been established
so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon such Subsidiary
Guarantor and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over such
Subsidiary Guarantor; and (iii) such Guarantees have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the applicable Indenture and in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the board of directors of such Subsidiary Guarantor, such
Guarantees will be legally issued.
3. With respect to shares of Preferred Stock, when (i) the
Board has taken all necessary corporate action to approve the issuance
and terms of the shares of Preferred Stock, the terms of the offering
thereof and related matters, including the adoption of a statement
establishing relative rights and preferences relating to such Preferred
Stock and the filing of such statement with the Secretary of State of
the State of Nevada; and (ii) certificates representing the shares of
Preferred Stock have been duly executed, countersigned, registered and
delivered either (a) in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the
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Magnum Hunter Resources, Inc.
September 11, 2000
Page 3
consideration therefor provided for therein, or (b) upon exercise of
any other Security, in accordance with the terms of such Security or
the instrument governing such Security providing for such exercise as
approved by the Board, for the consideration approved by the Board (not
less than the par value of the Preferred Stock), the shares of
Preferred Stock will be duly authorized, validly issued, fully paid and
nonassessable.
4. With respect to the Depositary Shares, when the terms of
the Depositary Shares and of their issuance and sale have been duly
established in conformity with applicable law, when the Board has taken
all necessary corporate action to approve the issuance and terms of
the Depositary Shares, the terms of the offering thereof and related
matters, the Deposit Agreement relating to the Depositary Shares has
been duly executed and delivered, and the Preferred Stock that is
represented by Depositary Shares has been duly issued and delivered
to the depository, and depositary receipts evidencing the Depositary
Shares have been duly issued against the deposit of Preferred Stock in
accordance with the Deposit Agreement, the depositary receipts will be
validly issued.
5. With respect to shares of Common Stock (other than the
Sales Manager Shares), when (i) the Board of Directors of the Company
or to the extent permitted by the General Corporation Law of the State
of Nevada, a duly constituted and acting committee thereof (such Board
of Directors or committee being referred to herein as the "Board"), has
taken all necessary corporate action to approve the issuance of and the
terms of the offering of the shares of Common Stock and related
matters; and (ii) certificates representing the shares of Common Stock
have been duly executed, countersigned, registered and delivered either
(a) in accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the
consideration therefor (not less than the par value of the Common
Stock) provided for therein, or (b) upon conversion, exchange or
exercise of any other Security in accordance with the terms of such
Security or the instrument governing such Security providing for such
conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the
Common Stock), the shares of Common Stock (other than the Sales Manager
Shares) will be duly authorized, validly issued, fully paid and
nonassessable.
6. With respect to the Warrants, when (i) the Board has taken
all necessary corporate action to approve the creation of and the
issuance and terms of the Warrants, the terms of the offering thereof
and related matters; (ii) a warrant agreement and any other agreements
relating to the Warrants have been duly authorized and validly executed
and delivered by the Company and the warrant agent appointed by the
Company; and (iii) the Warrants or certificates representing the
Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate warrant agreement, any
other agreements relating to the Warrants and the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the consideration therefor provided for therein, the
Warrants will be duly authorized and validly issued.
7. With respect to the Sales Manager Shares, when (i) the
Sales Manager Agreement has been duly authorized by the Board and
validly executed and delivered by the Company and RCG Brinson Patrick,
LLC and (ii) any Sales Manager Shares have been issued and sold as
contemplated in the Sales Manager Agreement(and for an issuance price
not less than the par value of the Sales Manager Shares), all such
shares will be duly authorized, validly issued, fully paid and
nonassessable.
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Magnum Hunter Resources, Inc.
September 11, 2000
Page 4
The opinions expressed above are limited by and subject to the following
qualifications:
(a) We express no opinion other than as to the federal securities laws of
the United States of America and the laws of the State of Texas. We have
assumed, however, without investigation, that the laws of the States of New York
and Nevada are identical in all respects to the laws of the State of Texas.
(b) In rendering the opinions expressed herein, we have assumed that no
action heretofore taken by the Board in connection with the matters described or
referred to herein will be modified, rescinded or withdrawn after the date
hereof.
(c) The opinions expressed in paragraphs 1, 2 and 6 above are subject to
the qualification that the validity and binding effect of the Securities and the
Indenture may be limited or affected by (i) bankruptcy, insolvency,
reorganization, fraudulent transfer or conveyance, receivership, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general principles of equity, regardless of whether applied in a proceeding in
equity or at law, and (iii) an implied covenant of good faith and fair dealing.
(d) We express no opinion as to the enforceability of any provisions
providing for (i) a right of setoff against or waiver or release by the Company
of any Subsidiary Guarantor or (ii) the indemnification, exculpation or right of
contribution to any person (A) in conflict with principles of public policy, (B)
to the extent precluded by federal or state securities laws, or (C) purporting
to indemnify or exculpate such person from the consequence of its own negligence
or strict liability or illegality or violation of laws.
We hereby consent to the statements with respect to us under the heading
"Legal Matters" in the prospectus forming a part of the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
By giving such consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission issued thereunder. For purposes of this opinion,
we assume that the securities to be issued pursuant to the Registration
Statement will be issued in compliance with all applicable state securities or
Blue Sky laws.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
