Exhibit 5.1
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| | 811 Main Street, Suite 3700 |
| | Houston, TX 77002 |
| | Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com |
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 | | FIRM / AFFILIATE OFFICES |
| | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| | Chicago | | Paris |
| August 18, 2020 | | Dubai | | Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
| Southwestern Energy Company | | Los Angeles | | Tokyo |
| 10000 Energy Drive | | Madrid | | Washington, D.C. |
| Spring, Texas 77389 | | Milan | | |
Re: Offering of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Southwestern Energy Company, a Delaware corporation (the “Company”), in connection with the proposed issuance of 63,250,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”), pursuant to a prospectus supplement dated August 13, 2020 and the base prospectus included in the Registration Statement referred to below (together, the “Prospectus”), and an underwriting agreement dated August 13, 2020 between the Company and the underwriters named therein (the “Underwriting Agreement”).
The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2020 (Registration No. 333-238633) (as so filed and as amended, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-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, 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, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company and the Shares will be validly
