Exhibit 5.4
| THOMPSON & KNIGHT LLP | |
| | AUSTIN |
| ATTORNEYS AND COUNSELORS | DALLAS |
| | FORT WORTH |
| THREE ALLEN CENTER | HOUSTON |
| 333 CLAY STREET · SUITE 3300 | LOS ANGELES |
| HOUSTON, TEXAS 77002-4499 | NEW YORK |
| (713) 654-8111 | SAN FRANCISCO |
| FAX (713) 654-1871 | |
| www.tklaw.com |
|
| | |
| | ALGIERS |
| | LONDON |
| | MONTERREY |
| | PARIS |
March 8, 2013
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to HRC Energy Resources (Lafourche), Inc., a Louisiana corporation (“HRC Energy”), and HLP Gulf States, LLC, an Oklahoma limited liability company (“HLP Gulf States” and, together with HRC Energy, the “Relevant Parties”), in connection with their guarantee of:
(a) up to $750,000,000 in principal amount of your 9.75% Senior Notes due 2020 (the “2020 Exchange Notes”), and
(b) up to $1,350,000,000 in principal amount of your 8.825% Senior Notes due 2021 (the “2021 Exchange Notes” and, together with the 2020 Exchange Notes, the “Exchange Notes”),
to be issued in connection with an exchange offer made pursuant to a Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Your obligations under the Exchange Notes will be guaranteed by the Relevant Parties and other guarantors pursuant to guaranties (the “Guaranties”) set forth in:
(i) in the case of the 2020 Exchange Notes, the Indenture dated as of July 16, 2012, as supplemented as of August 1, 2012, August 1, 2012 and December 6, 2012 (the “2020 Indenture”), among you, the Relevant Parties and the other guarantors specified therein and U.S. Bank National Association, as trustee, and
(ii) in the case of the 2021 Exchange Notes, the Indenture, dated as of November 6, 2012, as supplemented as of December 6, 2012 (together with the 2020 Indenture, the “Indentures”), among you, the Relevant Parties and the other guarantors specified therein and U.S. Bank National Association, as trustee.
The 2020 Exchange Notes and the Guaranties thereof will be issued in exchange for and replacement of your outstanding 9.75% Senior Notes due 2020, and the 2021 Exchange Notes will be issued in exchange for and replacement of your outstanding 8.825% Senior Notes due 2021.
In connection with this opinion letter, we have examined the Registration Statement and the Indentures. We have also examined originals or copies of such other records of the Relevant Parties, certificates of public officials and of officers of the Relevant Parties, and agreements and other documents as we have deemed necessary, subject to the assumptions set forth below, as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed:
(i) The genuineness of all signatures.
(ii) The authenticity of the originals of the documents submitted to us.
(iii) The conformity to authentic originals of any documents submitted to us as copies.
(iv) As to matters of fact, the truthfulness of the representations and statements made in certificates of public officials and officers or other representatives of the Relevant Parties.
We have not independently established the validity of the foregoing assumptions.
Based upon the foregoing, and subject to the qualifications and limitations herein set forth, we are of the opinion that:
1. HRC Energy is a corporation that is validly existing and in good standing under the laws of the State of Louisiana, and HLP Gulf States is a limited liability company that is validly existing and in good standing under the laws of the State of Oklahoma.
2. Each Relevant Party has the corporate power or limited liability company power, as applicable, to guaranty the Exchange Notes pursuant to the Indentures.
3. Each Relevant Party has taken all corporate or limited liability company action, as applicable, necessary to authorize the execution, delivery and performance of its Guaranties of the Exchange Notes.
The opinions set forth are limited to the Louisiana Business Corporation Law (Louisiana R.S. §§12:1 through 12:178) and the Oklahoma Limited Liability Company Act, including all applicable provisions of the constitution of the State of Louisiana, the State of Oklahoma and reported judicial decisions interpreting such laws, and we do not express an opinion herein concerning any other laws.
This opinion letter may be relied on by Mayer Brown LLP in connection with its opinion dated the date hereof filed as Exhibit 5.1 to the Registration Statement.
This opinion letter is rendered to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We consent to the filing of this opinion with the Commission as Exhibit 5.4 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 in
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the category of persons whose consent is required under Section 7 and Section 11 of the Securities Act or the rules and regulations of the Commission thereunder.
This opinion letter has been prepared, and is to be understood, in accordance with customary practice of lawyers who give and lawyers who regularly advise recipients regarding opinions of this kind, is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. The opinions expressed herein are rendered and speak only as of the date hereof and we specifically disclaim any responsibility to update such opinions subsequent to the date hereof or to advise you of subsequent developments affecting such opinions.
| Respectfully submitted, |
| |
| /s/ Thompson & Knight LLP |
DFP/LH/RHS/JAM
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