Exhibit 5.1
May 3, 2019
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
| Re: | Noble Energy, Inc. |
Registration Statement on FormS-8
Ladies and Gentlemen:
We have acted as special counsel to Noble Energy, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on FormS-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed issuance of up to 15,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The Shares were authorized for issuance pursuant to the Noble Energy, Inc. 2017 Long-Term Incentive Plan (Amended and Restated Effective April 23, 2019) (the “A&R 2017 Plan”). The A&R 2017 Plan was approved by the Company’s Board of Directors on January 29, 2019, and by its stockholders at the Company’s annual meeting of stockholders held on April 23, 2019. This opinion is being furnished at the request of the Company 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 (i) the certificates for the Shares, if certificated, will conform to the specimen thereof filed as an exhibit to the Registration Statement and upon issuance 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, (ii) each award agreement setting forth the terms of each award granted pursuant to the A&R 2017 Plan will be consistent with the A&R 2017 Plan and will have been duly authorized and validly executed and delivered by the parties thereto, and (iii) at the time of each issuance of Shares, there will be sufficient shares of Common Stock authorized for issuance under the Company’s certificate of incorporation that have not otherwise been issued or reserved or committed for issuance, and (iv) the price per share paid for Shares issued pursuant to the A&R 2017 Plan is not less than the par value of the Shares. 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.
Noble Energy, Inc.
May 3, 2019
Page 2
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that when the Shares have been issued and delivered upon payment therefor in accordance with the terms of the A&R 2017 Plan and the applicable award agreement, the Shares will be duly authorized, validly issued, fully paid andnon-assessable.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| A. | We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware. |
| B. | This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law or a change in any fact relating to the Company, any other person or any other circumstance. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
| Very truly yours, |
| /s/ Akin Gump Strauss Hauer & Feld LLP |
| AKIN GUMP STRAUSS HAUER & FELD LLP |