Exhibit 5.1
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April 13, 2020 Arita Energy, Inc. 3000 South Business Highway 281 Alice, Texas 78332 | | FIRM / AFFILIATE OFFICES |
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Re:Registration Statement No. 333-236407
Ladies and Gentlemen:
We have acted as special counsel to Arita Energy, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 1,750,000 shares of Class A common stock, $0.01 par value per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of December 18, 2019, as amended on February 20, 2020 (the “Merger Agreement”), by and among the Company, Superior Energy Services, Inc., a Delaware corporation, New NAM, Inc., a Delaware corporation, Forbes Energy Services Ltd., a Delaware corporation, Spieth Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Fowler Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Shares are included in a registration statement on Form S–4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2020 (Registration No. 333–236407) (as amended, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-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, other than as expressly stated herein with respect to the issue of the 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 (the “DGCL”), 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, upon issuance and delivery of the Shares in the manner contemplated by the Registration Statement and the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
