<PAGE> 1
EXHIBIT 5.1
September 22, 2000
Nuevo Energy Company
1021 Main Street, Suite 2100
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to Nuevo Energy Company, a Delaware corporation (the
"Company"), in connection with the preparation for filing with the Securities
and Exchange Commission of a Registration Statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to (i) debt securities of the Company ("Debt
Securities"), (ii) shares of preferred stock, par value $1.00 per share, of the
Company ("Preferred Stock"), (iii) shares of common stock, par value $0.01 per
share, of the Company ("Common Stock"), (iv) warrants to purchase other
securities ("Warrants"), and (v) securities purchase contracts to purchase
Common Stock or Preferred Stock ("Securities Purchase Contracts" and, together
with the Debt Securities, the Preferred Stock, the Common Stock and the
Warrants, the "Securities") that may be issued and sold by the Company from time
to time pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $500,000,000. In connection with the Registration Statement
certain legal matters in connection with the Securities are being passed upon
for you by us.
In our capacity as your counsel in the connection referred to above, we have
examined (i) the Certificate of Incorporation and Bylaws of the Company, each as
amended to date (together, the "Charter Documents"), (ii) the form of indenture
filed as Exhibit 4.19 to the Registration Statement to be executed by the
Company and the trustee thereunder (the "Senior Debt Indenture") pursuant to
which senior Debt Securities may be issued, (iii) the form of indenture filed as
Exhibit 4.20 to the Registration Statement to be executed by the Company and the
trustee thereunder (the "Subordinated Debt Indenture" and, together with the
Senior Debt indenture, the "Indentures") pursuant to which subordinated Debt
Securities may be issued, and (iv) the originals, or copies certified or
otherwise identified, of corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
instruments and documents as a basis for the opinions hereafter expressed.
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 will have been prepared
and filed with 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 appropriate Prospectus Supplement; (iv) a definitive purchase, underwriting
or similar agreement with respect to any Securities offered will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto; (v) any securities issuable upon conversion, exchange,
redemption or exercise of any Securities being offered will be duly authorized,
created and, if appropriate, reserved for issuance upon such conversion,
exchange, redemption or exercise and (vi) with respect to shares of Common Stock
or Preferred
<PAGE> 2
Nuevo Energy Company
September 22, 2000
Page 2
Stock offered, there will be sufficient shares of Common Stock or Preferred
Stock authorized under the Company's Charter Documents and not otherwise
reserved for issuance.
Based upon and subject to the foregoing, we are of the opinion that:
1. With respect to shares of Common Stock, when (i) the Board of Directors of
the Company or, to the extent permitted by the General Corporation Law of
the State of Delaware and the Company's Charter Documents, a duly
constituted and acting committee thereof (such Board of Directors or
committee being hereinafter referred to as the "Board") has taken all
necessary corporate action to approve the issuance thereof and the terms of
the offering of 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, redemption 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, redemption 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
will be duly authorized, validly issued, fully paid and non-assessable.
2. With respect to shares of Preferred Stock, when (i) the Board has taken all
necessary corporate action to approve and establish the terms of the shares
of Preferred Stock, to approve the issuance thereof and the terms of the
offering thereof and related matters, including the adoption of a
Certificate of Designations relating to such Preferred Stock (a
"Certificate of Designations"), and such Certificate of Designations has
been filed with the Secretary of State of the State of Delaware, 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 consideration therefor (not less
than the par value of the Preferred Stock) provided for therein, or (b)
upon conversion, exchange, redemption 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, redemption or 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
non-assessable.
3. With respect to Debt Securities to be issued under the Senior Debt
Indenture, when (i) the Senior Debt Indenture has been duly authorized and
validly executed and delivered by the Company to the trustee, (ii) the
Senior Debt Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended, (iii) the Board has taken all necessary corporate
action to approve and establish the terms of such Debt Securities,
<PAGE> 3
Nuevo Energy Company
September 22, 2000
Page 3
to approve the issuance thereof and the terms of the offering thereof and
related matters, and (iv) such Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with both the provisions
of the Senior Debt Indenture and either (a) the provisions of the
applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for
therein or (b) upon conversion, exchange, redemption 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,
redemption or exercise as approved by the Board, for the consideration
approved by the Board, such Debt Securities will constitute legal, valid
and binding obligations of the Company.
4. With respect to Debt Securities to be issued under the Subordinated Debt
Indenture, when (i) the Subordinated Debt Indenture has been duly
authorized and validly executed and delivered by the Company to the
trustee, (ii) the Subordinated Debt Indenture has been duly qualified under
the Trust Indenture Act of 1939, as amended, (iii) the Board has taken all
necessary corporate action to approve and establish the terms of such Debt
Securities, to approve the issuance thereof and the terms of the offering
thereof and related matters, and (iv) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with both the
provisions of the Subordinated Debt Indenture and either (a) the provisions
of the applicable definitive purchase, underwriting or similar agreement
approved by the Board upon payment of the consideration therefor provided
for therein or (b) upon conversion, exchange, redemption 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,
redemption or exercise as approved by the Board, for the consideration
approved by the Board, such Debt Securities will constitute legal, valid
and binding obligations of the Company.
5. With respect to 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)
the Warrant Agreement or 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 or Agreements 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 and will constitute legal, valid and binding
obligations of the Company, enforceable against the Company.
6. With respect to Securities Purchase Contracts, when (i) the Board has taken
all necessary corporate action to approve the creation of and the issuance
and terms of the Securities Purchase Agreements, the terms of the offering
thereof and related matters, (ii) the Purchase Contract Agreement or
Agreements relating to the Securities Purchase
<PAGE> 4
Nuevo Energy Company
September 22, 2000
Page 4
Contracts have been duly authorized and validly executed and delivered by
the Company, and (iii) the Securities Purchase Contracts have been duly
executed, countersigned, registered and delivered in accordance with the
appropriate Purchase Contract Agreement or Agreements and the applicable
definitive purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for therein, the
Securities Purchase Contracts will be duly authorized and validly issued
and will constitute legal, valid and binding obligations of the Company,
enforceable against the Company.
Our opinions set forth above are subject to the effect of (a) applicable
bankruptcy, reorganization, insolvency, moratorium and other similar laws and
court decisions of general application (including without limitation statutory
or other laws regarding fraudulent or preferential transfers) relating to,
limiting or affecting the enforcement of creditors' rights generally, (b)
general principles of equity that may limit the enforceability of any of the
remedies, covenants or other provisions of the Debt Securities, the Indentures,
the Warrants, the Warrant Agreements, the Securities Purchase Contracts, the
Purchase Contract Agreements and the Certificate of Designations and the
availability of injunctive relief or other equitable remedies and (c) the
application of principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) as such principles relate to,
limit or affect the enforcement of creditors' rights generally.
In addition, we express no opinion as to: (a) any provisions of the Debt
Securities, the Indentures, the Warrant Agreements, the Warrants, the Securities
Purchase Contracts, the Purchase Contract Agreements or the Certificate of
Designations regarding the remedies available to any person (1) to take action
that is arbitrary, unreasonable or capricious or is not taken in good faith or
in a commercially reasonable manner, whether or not such action is permitted
under the Debt Securities, the Indentures, the Warrant Agreements, the Warrants,
the Securities Purchase Contracts, the Purchase Contract Agreements or the
Certificate of Designations or (2) for violations or breaches that are
determined by a court to be non-material or without substantially adverse effect
upon the ability of the Company to perform its material obligations under the
Debt Securities, the Indentures, the Warrant Agreements, the Warrants, the
Securities Purchase Contracts, the Purchase Contract Agreements or the
Certificate of Designations; or (b) the provisions of the Debt Securities or the
Indentures that may provide for interest on interest or penalty interest.
To the extent that the obligations of the Company under any Warrant Agreement
may be dependent upon such matters, we assume for purposes of this opinion that
the applicable Warrant Agent is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Warrant
Agent is duly qualified to engage in the activities contemplated by the Warrant
Agreement; that the Warrant Agreement has been duly authorized, executed and
delivered by the Warrant Agent and constitutes the valid and binding obligation
of the Warrant Agent enforceable against the Warrant Agent in accordance with
its terms; that the Warrant Agent is in compliance, with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant
<PAGE> 5
Nuevo Energy Company
September 22, 2000
Page 5
Agent has the requisite organizational and legal power and authority to perform
its obligations under the Warrant Agreement.
To the extent that the obligations of the Company under any Indenture may be
dependent upon such matters, we assume for purposes of this opinion that the
Trustee is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by such Indenture; that such Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
valid and binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, with respect to
acting as a trustee under such Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under such Indenture.
The foregoing opinions are limited to the laws of the United States of America
and to the General Corporation Law of the State of Delaware.
This opinion letter has been prepared for your use in connection with the
Registration Statement and speaks as of the date hereof. We assume no obligation
to advise you of any changes in the foregoing subsequent to the delivery of this
opinion letter.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our Firm under the
heading "Legal Matters" in the Prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Haynes and Boone, LLP
HAYNES AND BOONE, LLP
