Exhibit 5.1
June 5, 2009
Devon Energy Corporation
20 North Broadway
Oklahoma City, Oklahoma 73102
| | |
| Re: | | Devon Energy Corporation 2009 Long-
Term Incentive Plan |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission in connection with the proposed issuance of up to 21,500,000 shares of its Common Stock, par value $0.10 per share, (the “Common Stock”), pursuant to the terms of the 2009 Long-Term Incentive Plan (the “Plan”) of Devon Energy Corporation, a Delaware corporation (the “Company”).
We have also examined the Company’s Restated Certificate of Incorporation, Amendment to Restated Certificate of Incorporation, Bylaws, the Plan, resolutions of the Board of Directors and stockholders of the Company and such other Company records, instruments, certificates and documents as we considered necessary or appropriate to enable us to express this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock has been duly authorized for issuance and, when issued and delivered in accordance with the Plan, will constitute validly issued, fully paid and nonassessable shares of the Company.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ McAfee & Taft A Professional Corporation
OKLAHOMA CITY TULSA
