Exhibit 5.1
| 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com | |
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| FIRM / AFFILIATE OFFICES | |
| Barcelona | Moscow |
| Beijing | Munich |
| Boston | New York |
| Brussels | Orange County |
January 19, 2017 | Century City | Paris |
| Chicago | Riyadh |
| Dubai | Rome |
| Düsseldorf | San Diego |
| Frankfurt | San Francisco |
| Hamburg | Seoul |
| Hong Kong | Shanghai |
Centennial Resource Development, Inc. | Houston | Silicon Valley |
1401 Seventeenth Street, Suite 1000 | London | Singapore |
Denver, Colorado 80202 | Los Angeles | Tokyo |
| Madrid | Washington, D.C. |
| Milan |
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Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Centennial Resource Development, Inc., a Delaware corporation (the “Company”), in connection with (i) the resale from time to time of up to 26,100,000 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that are issuable upon the conversion of 104,400 shares of the Company’s Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock” and such shares of Class A Common Stock, the “Conversion Shares”) and (ii) the resale from time to time of up to 36,485,970 shares of Class A Common Stock (the “Class A Shares”) by certain of the selling stockholders identified in the Registration Statement (as hereinafter defined). The Conversion Shares and the Class A Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 19, 2017 (the “Registration Statement”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the resale of the Conversion Shares and the Class A Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. The Conversion Shares have been duly authorized by all necessary corporate action of the Company, and, upon the conversion of the shares of Series B Preferred Stock and the issuance and delivery of the Conversion Shares, in each case in the manner contemplated by the Certificate of Designation of Series B Preferred Stock of Centennial Development, Inc., dated as of December 28, 2016, the Conversion Shares will be validly issued, fully paid and nonassessable.
2. The Class A Shares have been duly authorized by all necessary corporate action of the Company, and the Class A Shares are validly issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby 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, |
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| /s/ Latham & Watkins LLP |