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EXHIBIT 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
November 28, 2000
Nuevo Energy Company
1021 Main, Suite 2100
Houston, Texas 77002
Re: Registration Statement on Form S-4; Offer to Exchange $150,000,000
Aggregate Principal Amount of 9 3/8% Senior Subordinated Notes due
2010, Series B for an Equal Principal Amount of 9 3/8% Senior
Subordinated Notes due 2010, Series A.
Ladies and Gentlemen:
We have acted as counsel for Nuevo Energy Company, a Delaware corporation
(the "Company"), in connection with the proposed issuance by the Company of
$150,000,000 aggregate principal amount of 9 3/8% Senior Subordinated Notes due
2010, Series B (the "Exchange Notes") in exchange for an equivalent amount of
the Company's outstanding 9 3/8% Senior Subordinated Notes due 2010, Series A
(the "Existing Notes"). The terms of the offer to exchange are described in the
Registration Statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission for the registration of the Exchange Notes
under the Securities Act of 1933, as amended (the "Act"). The Existing Notes
have been, and the Exchange Notes will be, issued pursuant to an indenture dated
as of September 26, 2000 (the "Indenture"), between the Company and State Street
Bank and Trust Company, as Trustee (the "Trustee").
In connection with the foregoing, we have examined the Indenture, the
Registration Statement and such corporate records and instruments of the Company
as we have deemed necessary or appropriate for purposes of this opinion.
We are opining herein as to the effect on the proposed issuance of the
Exchange Notes of the federal laws of the United States, the laws of the State
of Texas, the General Corporation Law of the State of Delaware and the laws of
the State of New York.
SPECIFIC LIMITATIONS AND QUALIFICATIONS ON
OPINIONS REGARDING ENFORCEABILITY OF THE EXCHANGE NOTES
The enforceability of the Exchange Notes is subject to the effects of (i)
applicable bankruptcy, insolvency, reorganization, moratorium, rearrangement,
liquidation, conservatorship or similar laws and court decisions of general
application (including, without limitation, statutory or other laws regarding
fraudulent or preferential transfers) now or hereafter in effect relating to or
affecting the rights or remedies of creditors generally, and (ii) general equity
principles (regardless of whether enforcement is sought in a proceeding in
equity or law).
We express no opinion as to the enforceability of provisions of the
Exchange Notes to the extent that such provisions: (i) state that any party's
failure or delay in exercising rights, powers, privileges or remedies under the
Exchange Notes shall not operate as a waiver thereof; (ii) purport to preclude
the amendment, waiver, release or discharge of obligations except by an
instrument in writing; (iii) purport to indemnify any person for (A) such
person's violations of federal or state securities laws or environmental laws,
or (B) any obligation to the extent such obligation arises from or is a result
of such person's own negligence; (iv) purport to establish or satisfy certain
factual standards or conditions; (v) purport to sever unenforceable provisions
from the Exchange Notes, to the extent that the enforcement of remaining
provisions would frustrate the fundamental intent of the parties to such
instrument; (vi) restrict access to legal or equitable remedies; or (vii)
purport to waive any claim arising out of, or in any way related to, the
Exchange Notes.
We express no opinion as to: (i) whether a court would grant specific
performance or any other equitable remedy with respect to enforcement of any
provision contained in the Exchange Notes; or
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(ii) the enforceability of any provision contained in the Indenture relating to
the appointment of a receiver, to the extent that appointment of a receiver is
governed by applicable statutory requirements, and to the extent that such
provision may not be in compliance with such requirements.
We express no opinion as to: (a) any provisions of the Exchange Notes or
the Indenture 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 by
the Exchange Notes or the Indenture 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
Exchanges Notes or the Indenture; or (b) the provisions of the Exchange Notes or
the Indenture that may provide for interest on interest or penalty interest.
Based upon the foregoing and subject to the qualifications stated herein,
it is our opinion that, when (i) the Registration Statement has been declared
effective under the Act, (ii) the Existing Notes have been validly exchanged by
the Company, and (iii) when the Exchange Notes have been executed and delivered
by the Company and authenticated by the Trustee, all in accordance with the
terms of the Indenture and the Registration Statement, the Exchange Notes will
constitute binding obligations of the Company.
To the extent that the obligations of the Company under the 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 the Indenture; that the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
legally valid and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the 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
the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained therein under
the heading "Legal Matters."
Very truly yours,
HAYNES AND BOONE, L.L.P.
