Exhibit 5.1

Tel +1.214.220.7700 Fax +1.214.999.7816
May 12, 2021
Pioneer Natural Resources Company
777 Hidden Ridge
Irving, Texas 75038
Ladies and Gentlemen:
We have acted as counsel for Pioneer Natural Resources Company, a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933 (the “Securities Act”) of the offer and sale by certain of the Company’s stockholders (the “Selling Stockholders”) of 6,000,000 shares of the Company’s common stock, par value $.01 per share (the “Shares”), pursuant to the Underwriting Agreement, dated May 10, 2021 (the “Underwriting Agreement”), by and among the Company, the Selling Stockholders and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as underwriters (together, the “Underwriters”).
The Shares have been offered for sale pursuant to a prospectus supplement, dated May 10, 2021 (the “Prospectus Supplement”), and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on May 12, 2021, to a prospectus dated August 5, 2020 (such prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”) that constitutes a part of the Company’s Registration Statement on Form S-3 (Registration No. 333-241031), filed with the Commission on August 5, 2020 (the “Registration Statement”), which Registration Statement became effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Prospectus forming a part of the Registration Statement; (iii) the Company’s amended and restated certificate of incorporation and its amended and restated bylaws, each as amended to the date hereof (collectively, the “Charter Documents”); (iv) certain resolutions adopted by the Board of Directors of the Company relating to the Registration Statement and related matters; and (v) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
As to any facts material to our opinions contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates from officers of the Company and other representatives of the Company, and upon certificates of public officials.
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