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EXHIBIT 5.1
HAYNES AND BOONE, L.L.P.
1000 Louisiana Street, Suite 4300
Houston, Texas 77002
(713) 547-2000
October 11, 2000
Callon Petroleum Company
200 North Canal Street
Natchez, Mississippi 39120
Gentlemen:
We have acted as counsel to Callon Petroleum Company, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") which relates
to two amendments to the Company's 1996 Stock Incentive Plan (the "Plan"). The
first amendment to the Plan increased the number of shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), issuable pursuant
to the Plan from 900,000 to 1,200,000 shares ("Amendment One"). The second
amendment to the Plan increased the number of shares of Common Stock issuable
pursuant to the Plan from 1,200,000 to 2,200,000 ("Amendment Two").
In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan;
(iii) Amendment One; (iv) Amendment Two; and (v) such other documents, corporate
records, certificates and other instruments as we have deemed necessary for the
expression of the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. Furthermore, we have assumed that
prices paid for shares of Common Stock will equal or exceed the par value per
share of the Common Stock. As to questions of fact material to this opinion,
where such facts have not been independently established, and as to the content
and form of the Certificate of Incorporation (as amended), Bylaws (as amended),
Plan, Amendment One, Amendment Two, minutes, records, resolutions and other
documents or writings of the Company, we have relied, to the extent we deem
reasonably appropriate, upon representations or certificates of officers or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independent check or verification of their
accuracy.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 1,300,000
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plan, have been duly authorized for issuance by
the Company, and, when so issued in accordance with the respective terms and
conditions of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Haynes and Boone, L.L.P.
Haynes and Boone, L.L.P.
Ex. 5.1 - Page 1
