Exhibit 5.1
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 | | Gibson, Dunn & Crutcher LLP 811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com |
Client: 21283-00001
November 19, 2018
Contango Oil & Gas Company
717 Texas Ave., Suite 2900
Houston, Texas 77001
Re: | Contango Oil & Gas Company |
Registration Statement on Form S-3 (File No. 333-215784)
Ladies and Gentlemen:
We have examined the Registration Statement on FormS-3, FileNo. 333-215784 (the “Registration Statement”), of Contango Oil & Gas Company, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), together with the preliminary prospectus thereto filed by the Company pursuant to Rule 424(c) under the Securities Act, in connection with the offering by the Company of up to 8,625,000 shares of the Company’s common stock, par value $0.04 per share (the “Shares”), and associated preferred share purchase rights (the “Rights”), the terms of which are set forth in the Rights Agreement between the Company and Continental Stock Transfer & Trust Company, as rights agent, dated as of August 1, 2018 (the “Rights Agreement”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid andnon-assessable and the Rights will be validly issued.
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