Exhibit 5.1
| ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995
TEL +1 713.229.1234 FAX +1 713.229.1522 BakerBotts.com | ABU DHABI AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG | HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON |
January 14, 2015
Carrizo Oil & Gas, Inc.
and the Subsidiary Guarantors listed in the Form S-4
500 Dallas Street, Suite 2300
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-4 (the “Registration Statement”) of Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), Bandelier Pipeline Holding, LLC, a Delaware limited liability company (“Bandelier”), Carrizo (Eagle Ford) LLC, a Delaware limited liability company (“Eagle Ford”), Carrizo (Marcellus) LLC, a Delaware limited liability company (“Marcellus LLC”), Carrizo (Marcellus) WV LLC, a Delaware limited liability company (“Marcellus WV LLC”), Carrizo (Niobrara) LLC, a Delaware limited liability company (“Niobrara”), Carrizo (Utica) LLC, a Delaware limited liability company (“Utica”), Carrizo Marcellus Holding Inc., a Delaware corporation (“Marcellus Holding”), CLLR, Inc., a Delaware corporation (“CLLR”), Hondo Pipeline, Inc., a Delaware corporation (“Hondo Pipeline”), and Mescalero Pipeline, LLC, a Delaware limited liability company (“Mescalero,” and together with Bandelier, Eagle Ford, Marcellus LLC, Marcellus WV LLC, Niobrara, Utica, Marcellus Holding, CLLR and Hondo Pipeline, the “Subsidiary Guarantors”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration under the Act of (i) the offering and issuance of $300 million aggregate principal amount of the Company’s 7.50% Senior Notes due 2020 (the “Exchange Notes”) to be offered by the Company in exchange (the “Exchange Offer”) for a like principal amount of the Company’s outstanding 7.50% Senior Notes due 2020 issued on October 30, 2014 (the “Outstanding Notes”) and (ii) the guarantees (the “Guarantees”) of the Subsidiary Guarantors of the Exchange Notes, certain legal matters in connection with the Exchange Notes and the related Guarantees are being passed upon for you by us. The Exchange Notes and the related Guarantees will be issued under an indenture dated as of May 28, 2008 among the Company, the potential subsidiary guarantors named on the signature pages therein and Wells Fargo Bank, National Association, as trustee (the “Base Indenture”), as amended and supplemented by the tenth supplemental indenture thereto dated September 10, 2012 (the “Tenth Supplemental Indenture”), as amended and supplemented by the eleventh supplemental indenture thereto dated November 6, 2012 (the “Eleventh Supplemental Indenture”) and an officer’s certificate establishing the Exchange Notes dated as of the closing date of the Exchange Offer (the “Officer’s Certificate,” and together with the Base Indenture , the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture, the “Indenture”). At your request, this opinion is being furnished to you for filing as Exhibit 5 to the Registration Statement.
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| Carrizo Oil & Gas, Inc. | - 2 - | January 14, 2015 | ||
In our capacity as your counsel in the connection referred to above, as a basis for the opinions hereinafter expressed, we have examined (i) the Amended and Restated Articles of Incorporation of the Company, as amended to date, and the Amended and Restated Bylaws of the Company, as amended to date, (ii) the Certificate of Incorporation and the Bylaws of each of Marcellus Holding, CLLR and Hondo Pipeline and the Certificate of Formation and Limited Liability Company Agreement of each of Bandelier, Eagle Ford, Marcellus LLC, Marcellus WV LLC, Niobrara, Utica and Mescalero, (iii) the Indenture, (iv) the originals, or copies certified or otherwise identified, of corporate records of the Company and the Subsidiary Guarantors, including minute books of each of the Company and the Subsidiary Guarantors as furnished to us by each of the Company and the Subsidiary Guarantors, and (v) certificates of public officials and of representatives of the Company, statutes and other instruments and documents.
In giving such opinions, we have relied, without independent investigation, upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates. In giving the opinions below, we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.
In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto, will have become effective under the Act; (ii) the Indenture has been duly executed and delivered by the trustee; (iii) the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended; and (iv) the Exchange Notes and the related Guarantees will have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
| 1. | The Exchange Notes, when issued, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement is subject to (a) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally, (b) general principles of equity and public policy (regardless of whether that enforceability is considered in a proceeding in equity or at law) or (c) any implied covenants of good faith and fair dealing. |
| 2. | The Guarantees of the Subsidiary Guarantors remain the valid and legally binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms, except as such enforcement is subject to (a) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights generally, (b) general principles of equity and public policy (regardless of whether that enforceability is considered in a proceeding in equity or at law) or (c) any implied covenants of good faith and fair dealing. |
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| Carrizo Oil & Gas, Inc. | - 3 - | January 14, 2015 | ||
The opinions set forth above are limited in all respects to matters of the contract law of the State of New York, the laws of the State of Texas, the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and applicable federal law. We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the reference to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
| /s/ Baker Botts L.L.P. |