Exhibit 5.1
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
December 15, 2020
Amplify Energy Corp.
500 Dallas Street, Suite 1700
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Amplify Energy Corp., a Delaware corporation (the “Company”), in connection with the offering and sale (the “Offering”) of 8,548,485 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), by certain of the Company’s stockholders (the “Selling Stockholders”), pursuant to that certain Underwriting Agreement dated December 11, 2020 by and among the Company, Roth Capital Partners LLC and the Selling Stockholders.
In connection with the registration of the Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Registration Statements (Reg. Nos. 333-233677 and 333-215602) filed by the Company (the “Registration Statements”) for the purpose of registering the sale of the Shares under the Securities Act of 1933, as amended, and the exhibits thereto, (ii) the corporate and organizational documents of the Company, and (iii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Shares.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company.
Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations that may limit the rights of parties to obtain certain remedies.
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