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EXHIBIT 5.1
November 6, 2000
3TEC Energy Corporation
Two Shell Plaza
777 Walker Street
Suite 2400
Houston, TX 77002
Dear Ladies and Gentlemen:
We have acted as counsel to 3TEC Energy Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), which the Company is filing with the Securities and Exchange Commission
with respect to up to 3,000,000 shares of Common Stock, $.02 par value, which
may be issued pursuant to the Company's 2000 Stock Option Plan, the Company's
1999 Stock Option Plan and the Company's Amended and Restated 1995 Stock Option
Plan and Stock Appreciation Rights Plan (collectively, the "Plans").
We have examined the Registration Statement and such documents and records
of the Company and other documents as we have deemed relevant and necessary for
the purpose of this opinion. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with originals of all instruments presented to us as copies and the genuineness
of all signatures.
Based on and subject to the foregoing, we are of the opinion that any
original issuance shares that may be issued pursuant to the Plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such shares, issuance thereof by the Company in accordance
with the terms of the Plans and the receipt of consideration therefor in
accordance with the terms of the Plans, such shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
HINKLE ELKOURI LAW FIRM L.L.C.
