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EXHIBIT 5.1
[V&E Letterhead]
November 22, 2000
Goodrich Petroleum Corporation
815 Walker Street, Suite 1040
Houston, Texas 77002
Ladies and Gentlemen:
We are acting as counsel for Goodrich Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with the proposed offer and sale (the
"Offering") by the Company set forth in the Registration Statement (as defined
below) to the underwriters (the "Underwriters") set forth in the underwriting
agreement (the "Underwriting Agreement") to be executed in connection with the
Offering by the Company and the Underwriters, pursuant to the prospectus forming
a part of a Registration Statement on Form S-1, Registration No. 333-47078,
originally filed with the Securities and Exchange Commission on September 29,
2000 (such Registration Statement, as amended at the effective date thereof,
being referred to herein as the "Registration Statement"), of an aggregate of
4,500,000 shares of Common Stock, par value $0.20 per share, of the Company
("Common Stock"), together with a maximum of 675,000 shares of Common Stock
which may be sold to the Underwriters pursuant to the over-allotment option
provided in the Underwriting Agreement. Capitalized terms used but not defined
herein have the meanings set forth in the Registration Statement.
In connection with this opinion, we have assumed that the Registration
Statement, and any amendments thereto (including post-effective amendments),
will have become effective and the shares of Common Stock will be issued and
sold in compliance with applicable federal and state securities laws and in the
manner described in the Registration Statement and the applicable prospectus.
In connection with the opinion expressed herein, we have examined, among
other things, the Amended and Restated Certificate of Incorporation and the
Bylaws of the Company, as amended and restated, the records of corporate
proceedings that have occurred prior to the date hereof with respect to the
Offering, the Registration Statement and the form of Underwriting Agreement to
be executed by the Company and the Underwriters. With respect to the foregoing
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. As to questions
of fact material to this opinion, we have relied, to the extent we deemed such
reliance appropriate, without investigation, on the certificates and other
documents referred to above. We have also reviewed such questions of law as we
have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock proposed to be issued and sold by the Company to the Underwriters have
been validly authorized for issuance and, upon the issuance and delivery thereof
as set forth in the Registration Statement, will be validly issued, fully paid
and nonassessable.
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Goodrich Petroleum Corporation
Page 2
November 22, 2000
This opinion is limited in all respects to the Constitution of the State of
Delaware and the Delaware General Corporation Law, as interpreted by the courts
of the State of Delaware.
We hereby consent to the statements with respect to us under the heading
"Legal Matters" in the prospectus forming a part of the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement,
but we do not thereby admit that we are within the class of persons whose
consent is required under the provisions of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
issued thereunder.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.
Vinson & Elkins L.L.P.
