Exhibit 5.1
 | 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
September 2, 2009
Basic Energy Services, Inc.
500 W. Illinois, Suite 100
Midland, Texas 79701
500 W. Illinois, Suite 100
Midland, Texas 79701
| Re: | Basic Energy Services, Inc. Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as special counsel to Basic Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the public offering of $225,000,000 aggregate principal amount of the Company’s 11.625% Senior Secured Notes due 2014 (the “Exchange Notes”). The Exchange Notes are to be issued under an Indenture dated as of July 31, 2009 (the “Indenture”) among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), pursuant to an exchange offer (the “Exchange Offer”) by the Company, in exchange for a like principal amount of the Company’s issued and outstanding 11.625% Senior Secured Notes due 2014 (the “Original Notes”), as contemplated by the Registration Rights Agreement dated as of July 31, 2009 (the “Registration Rights Agreement”) among the Company and the Initial Purchasers party thereto.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(i) the registration statement on Form S-4 of the Company, filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2009 (the “Registration Statement”);
(ii) the Registration Rights Agreement;
(iii) the Indenture; and
(iv) the form of the Exchange Notes attached to the Indenture.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials,
Basic Energy Services, Inc.
September 2, 2009
Page 2
September 2, 2009
Page 2
certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Exchange Notes (in the form examined by us) have been duly executed by the Company, authenticated by the Trustee in accordance with the terms of the Indenture and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Registration Rights Agreement and the Indenture, the Exchange Notes will constitute valid and legally binding obligations of the Company.
Our opinions expressed above are subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability. Furthermore, we express no opinion regarding the validity or effect of any provision purporting to establish any obligation of any party as absolute or unconditional regardless of the occurrence or non-occurrence or existence or non-existence of any event or other state of facts.
In rendering the opinions set forth above, we have assumed that the execution and delivery by the Company of the Indenture and the Exchange Notes, and the performance by the Company of its obligations under the Indenture and the Exchange Notes, do not and will not violate or constitute a default under any agreement or instrument to which the Company or its properties is subject.
We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
| Very truly yours, | ||||
| /s/ Andrews Kurth LLP | ||||