Exhibit 5.1
| SIDLEY AUSTIN LLP 1000 LOUISIANA STREET SUITE 6000 HOUSTON, TX 77002 +1 713 495 4500 +1 713 495 7799 FAX
AMERICA • ASIA PACIFIC • EUROPE |
December 27, 2019
Chaparral Energy, Inc.
701 Cedar Lake Boulevard
Oklahoma City, Oklahoma 73114
| Re: | 1,720,183 Shares of Class A Common Stock, par value $0.01 per share |
Ladies and Gentlemen:
We refer to the Registration Statement on FormS-8 (the “Registration Statement”) being filed by Chaparral Energy, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,720,183 shares of Class A Common Stock, par value $0.01 per share (the “Registered Shares”), of the Company that are issued or are issuable pursuant to an “employment inducement award” under New York Stock Exchange Rule 303A.08.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) ofRegulation S-K under the Securities Act.
We have examined the Registration Statement, the Company’s certificate of incorporation, and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the applicable restricted stock grant agreements (collectively, the “Grant Agreements”). We have also examined originals, or copies of originals certified to our satisfaction, of the applicable Grant Agreements and such other agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the foregoing, we are of the opinion that each Registered Share that is newly issued pursuant to a Grant Agreement will be validly issued, fully paid andnon-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable Grant Agreement; and (iii) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered
Chaparral Energy, Inc.
December 27, 2019
Page 2
to the person entitled thereto in accordance with the applicable Grant Agreement, or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto in accordance with the applicable Grant Agreement.
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, |
| /s/ Sidley Austin LLP |
