Exhibit 5.1
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March 15, 2018
Sailfish Energy Holdings Corporation
625 East Kaliste Saloom Road
Lafayette, LA 70508
Re: | Sailfish Energy Holdings Corporation |
Registration Statement on FormS-4
(FileNo. 333-222341)
Ladies and Gentlemen:
We have acted as counsel to Sailfish Energy Holdings Corporation, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on FormS-4, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of the issuance by the Company of up to 20,060,546 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Transaction Agreement (the “Transaction Agreement”), dated as of November 21, 2017, by and among the Company, Stone Energy Corporation, a Delaware corporation (“Stone Energy”), Sailfish Merger Sub Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Stone Energy (“Merger Sub”), Talos Energy LLC, a Delaware limited liability company, and Talos Production LLC, a Delaware limited liability company, pursuant to which, among other things, Merger Sub will merge with and into Stone Energy (the “Merger”), with Stone Energy surviving the Merger as a direct wholly owned subsidiary of the Company. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Act.
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that, upon issuance and delivery, the certificates for the Shares will conform to the specimen thereof filed as an exhibit to the Registration Statement and will have been duly countersigned by the transfer agent and duly registered by the registrar for the Common Stock or, if uncertificated, valid book entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.