Exhibit 5.1
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Matt Fiorillo mfiorillo@velaw.com Tel +1.713.758.3243 Fax +1.713.615.5283 |
February 11, 2021
Liberty Oilfield Services Inc.
950 17th Street, Suite 2400
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to Liberty Oilfield Services Inc., a Delaware corporation (the “Company”), in connection with the offering and sale (the “Offering”) of up to 10,005,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”), by R/C Energy IV Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P., affiliates of Riverstone Holdings, LLC (the “Selling Stockholders”), pursuant to that certain Underwriting Agreement dated February 8, 2021 (the “Underwriting Agreement”) by and among the Company and the Selling Stockholders, on one hand, and Morgan Stanley & Co. LLC (the “Underwriter”), on the other hand. Certain of the Shares sold by the Selling Stockholders to the Underwriter pursuant to the Underwriting Agreement were issued to the Selling Stockholders in exchange for an equivalent number of the Selling Stockholder’s units representing membership interests in Liberty Oilfield Services New HoldCo LLC (“Liberty LLC”) (and a corresponding number of shares of Class B common stock of the Company) immediately prior to the consummation of the Offering, pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of Liberty LLC (the “Liberty LLC Agreement”), dated January 17, 2018.
In connection with this opinion, we have examined and relied upon the accuracy of original, certified copies or photocopies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinion set out below, including (i) the registration statement on Form S-3 (Registration No. 333-232580) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on July 8, 2019; (ii) the prospectus included in the Registration Statement dated July 8, 2019 (the “Base Prospectus”); (iii) the prospectus supplement to the Base Prospectus dated February 8, 2021 (together with the Base Prospectus, the “Prospectus”); (iv) the Underwriting Agreement; (v) the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company; (vi) the Liberty LLC Agreement; (vii) the General Corporation Law of the State of Delaware (the “DGCL”) and (viii) the Company’s records and documents, certificates of representatives of the Company and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion.
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