Exhibit 5.1
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December 15, 2021
Southwestern Energy Company
10000 Energy Drive
Spring, Texas 77389
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (Registration No. 333-238633) (the “Registration Statement”) filed by Southwestern Energy Company (the “Company”) with the Securities and Exchange Commission (the “Commission”) on May 22, 2020 and automatically declared effective, for the purpose of, among other things, registering the offering by certain of the Selling Stockholders (as defined below) of the Shares (as defined below) under the Securities Act of 1933, as amended (the “Act”).
Pursuant to the Registration Statement, the Selling Stockholders have proposed to sell 63,976,376 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company, all of which are proposed to be sold to the Underwriter (as defined below) pursuant to that certain Underwriting Agreement, dated as of December 13, 2021 (the “Underwriting Agreement”), among the Company, the selling stockholders listed in Schedule A thereto (the “Selling Stockholders”) and J.P. Morgan Securities LLC (the “Underwriter”).
In connection with this opinion and the registration and sale of the Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the registration and sale of the Shares, (iii) the Registration Statement and the exhibits thereto, (iv) the base prospectus, dated May 22, 2020, filed with the Registration Statement relating to, among other things, the offering of the Shares, (v) the preliminary prospectus supplement, dated December 13, 2021, in the form filed with the Commission pursuant to Rule 424(b) of the Act relating to the offering of the Shares (the “Preliminary Prospectus Supplement”), (vi) the final prospectus supplement, dated December 13, 2021, in the form filed with the Commission pursuant to Rule 424(b) of the Act relating to the offering of the Shares (the “Final Prospectus Supplement” and, together with the Preliminary Prospectus Supplement, the “Prospectus Supplement”) and (vii) the Underwriting Agreement.
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