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COTTON, BLEDSOE, TIGHE & DAWSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
500 W. ILLINOIS
SUITE 300 1415 LOUISIANA
DAN G. LEROY MIDLAND, TEXAS 79701-4337 SUITE 2100
P.O. BOX 2776 ZIP 79702-2776 HOUSTON, TEXAS 77002-7351
TELEPHONE (713) 759-9281
WRITER'S DIRECT #: (915) 685-8558 ---------------- FAX (713) 759-0458
WRITER'S DIRECT FAX #: (915) 684-3142
EMAIL: [email protected] TELEPHONE (915) 684-5782
FAX (915) 682-3672
WEB www.cbtd.com
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EXHIBIT 5.1
September 29, 2000
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 3000
Midland, Texas 79705
Re: Registration Statement on Form S-8 1993 Stock Compensation Plan
Gentlemen:
We have acted as counsel for Clayton Williams Energy, Inc., a
Delaware corporation (the "Company") in connection with the
registration under the Securities Act of 1933, as amended (the
"Act"), of 900,000 shares (the "Shares") of the common stock, par
value $0.10 per share (the "Common Stock") of the Company reserved
for issuance to the holders of non-qualifying stock options
pursuant to the 1993 Stock Compensation Plan of Clayton Williams
Energy, Inc. (the "Plan"). A Registration Statement on Form S-8
(the "Registration Statement") covering the sale of the Shares is
being filed under the Act with the Securities and Exchange
Commission (the "Commission").
In reaching the conclusions expressed in this opinion, we have
examined signed copies of the Registration Statement and all
exhibits thereto. We have also examined and relied upon originals
or copies certified to our satisfaction, of (i) the Second Restated
Certificate of Incorporation and Bylaws of the Company, as amended,
(ii) minutes and records of the corporate proceedings of the
Company with respect to the issuance of the Shares and related
matters, (iii) the Plan, and (iv) such other agreements and
instruments relating to the Company as we have deemed necessary or
appropriate for the purposes of the opinions hereinafter expressed.
In rendering such opinions, we have relied, to the extent we deemed
reasonable, on certificates and certain other information provided
to us by officers of the Company and public officials as to matters
of fact of which the maker of such certificates or the person
providing such information had knowledge, without investigation or
verification thereof. Furthermore, in rendering such opinions we
have assumed that the signatures on all documents examined by us
are genuine, that all documents and corporate record books
submitted to us as originals are authentic, accurate and complete,
and that all documents submitted to us as copies are true, correct
and complete copies of the originals thereof.
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Clayton Williams Energy, Inc.
September 29, 2000
Page 2
Based solely upon the foregoing, subject to the assumptions,
limitations and qualifications set forth herein, and specifically
limited in all respects to the laws of the State of Texas, of the
United States of America and the General Corporation Law of the
State of Delaware, we are of the opinion that the Shares of the
Company registered pursuant to the Registration Statement have been
duly and validly authorized by the Company, and when paid for,
issued or sold and delivered in accordance with the terms of the
Plan such Shares will be legally issued, fully paid and
nonassessable. Please note in this regard that we are not licensed
to practice law in the State of Delaware, but we have reviewed
Delaware law in connection with the opinions expressed herein.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not thereby
admit that we come within the category of persons whose consent is
required under the Act or the rules and regulations of the
Commission promulgated thereunder.
This opinion is rendered only to the Company and solely for the benefit of
the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plan,
respectively. This opinion may not be otherwise used, circulated, quoted,
relied upon, or referred to by you or the Commission for any other purpose
or by any other person, firm or corporation for any purpose, without our
prior written consent.
Very truly yours,
COTTON, BLEDSOE, TIGHE & DAWSON
By: /s/ Dan G. LeRoy
Dan G. LeRoy
DGL/cb
