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Exhibit 5.1 |
May 16, 2024
Range Resources Corporation 100 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102 |
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Range Resources Corporation, a Delaware corporation (the “Company”) and certain of its subsidiaries with respect to the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the Company from time to time, pursuant to Rule 415 under the Securities Act, of:
We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit.
Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington
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In connection with the opinions expressed herein, we have examined, among other things, (i) the Restated Certificate of Incorporation, the Certificate of First Amendment to the Restated Certificate of Incorporation, the Certificate of Second Amendment to the Restated Certificate of Incorporation, the Certificate of Third Amendment to the Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company, (ii) certain resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the Board of Directors of the Company, or to the extent permitted by Section 141 of the General Corporation Law of the State of Delaware (the “DGCL”), a duly constituted and acting committee thereof, being referred to herein as the “Board”) relating to the registration of the Securities, (iii) the Registration Statement, (iv) the Prospectus, (v) the form of Senior Indenture (the “Senior Indenture”) incorporated by reference as an exhibit to the Registration Statement, (vi) the form of Subordinated Indenture (the “Subordinated Indenture” and, collectively with the Senior Indenture, each an “Indenture”) incorporated by reference as an exhibit to the Registration Statement and (vii) such other certificates, instruments and documents as we considered appropriate for purposes of opinions hereafter expressed. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
In connection with this opinion, we have assumed that:
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Based upon and subject to the foregoing, we are of the opinion that:
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The opinions expressed herein are qualified in the following respects:
1. With respect to our opinions expressed above, as they relate to Debt Securities denominated in a currency other than U.S. dollars, we note that effective enforcement of a foreign currency claim in the New York State courts or the federal courts sitting in the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of such claim) be converted to U.S. dollars at the rate of exchange prevailing on a specified date. We express no opinion as to whether a federal court sitting in the State of New York would award a judgment in a currency other than U.S. dollars.
2. We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indentures that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
3. The foregoing opinions are qualified in the following respects: (i) our opinions herein are limited in all respects to the laws of the State of New York, the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and the federal laws of the United States of America, and we do not express any opinion as to the applicability of, or the effect thereon, of the laws of any other jurisdiction; (ii) we express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom; and (iii) our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.