Exhibit 5.1
July 29, 2024
Permian Resources Corporation
300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
Ladies and Gentlemen:
We have acted as counsel for Permian Resources Corporation, a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the proposed issuance and sale by the Company of up to 26,500,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.0001 (the “Class A Common Stock”). The Shares are being offered, issued and sold pursuant to an Underwriting Agreement, dated July 29, 2024 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as underwriters (the “Underwriters”).
We have participated in the preparation of a prospectus supplement, dated July 29, 2024 (the “Prospectus Supplement”), and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) on July 29, 2024, to a prospectus dated May 24, 2024 (such prospectus, as amended and supplemented by the Prospectus Supplement, the “Prospectus”) that constitutes a part of the Company’s Registration Statement on Form S-3ASR (Registration No. 333-279715), filed with the Commission May 24, 2024 (the “Registration Statement”), which Registration Statement became immediately effective upon filing with the Commission.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) the Prospectus forming a part of the Registration Statement; (iii) the Fifth Amended and Restated Certificate of Incorporation of the Company and the Second Amended and Restated Bylaws of the Company; (iv) the Underwriting Agreement, (v) certain resolutions adopted by the Board of Directors of the Company and the Pricing Committee of the Board of Directors of the Company relating to the Prospectus Supplement, the Prospectus, the Registration Statement and related matters; and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.
As to any facts material to our opinions contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates from officers of the Company and other representatives of the Company, and upon certificates of public officials.
In rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) each natural person signing any document reviewed by us had the legal capacity to do so; (v) each person
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