Exhibit 5.1
HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 | ||
TEL 804 • 788 • 8200 FAX 804 • 788 • 8218 | ||
| December 5, 2007 | FILE NO: 61054.000003 | |
Penn Virginia Corporation
Three Radnor Corporate Center
Suite 300
100 Matsonford Road
Radnor, Pennsylvania 19087
Penn Virginia Corporation
Public Offering of Common Stock and
4.50% Convertible Senior Subordinated Notes due 2012
Ladies and Gentlemen:
We have acted as special counsel to Penn Virginia Corporation, a Virginia corporation (the “Company”), in connection with (1) the Registration Statement on Form S-3 (Registration No. 333-143852) (the “Registration Statement”) filed by the Company, Penn Virginia Holding Corp., a Delaware corporation, Penn Virginia Oil & Gas Corporation, a Virginia corporation, Penn Virginia Oil & Gas GP LLC, a Delaware limited liability company, Penn Virginia Oil & Gas LP LLC, a Delaware limited liability company, Penn Virginia MC Corporation, a Delaware corporation, Penn Virginia MC Energy L.L.C., a Delaware limited liability company, Penn Virginia MC Operating Company L.L.C., a Delaware limited liability company, and Penn Virginia Oil & Gas, L.P., a Texas limited partnership, with the Securities and Exchange Commission (the “Commission”) on June 18, 2007 pursuant to the Securities Act of 1933, as amended (the “Act”), and (2)(a) the Company’s offering and sale of up to 3,450,000 shares (the “Shares”) of its common stock, par value $0.01 per share, including the attached rights to purchase Series A Junior Participating Preferred Stock of the Company (the “Common Stock”), and (b) the Company’s offering and sale of up to $230,000,000 aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2012 (the “Notes”) convertible into shares of Common Stock.
The Shares are being offered and sold as described in the prospectus, dated June 18, 2007, contained in the Registration Statement, and the prospectus supplement thereto, dated November 29, 2007 (collectively, the “Equity Prospectus”). The Notes are being offered and sold as described in the prospectus, dated June 18, 2007, contained in the
Penn Virginia Corporation
December 5, 2007
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Registration Statement, and the prospectus supplement thereto, dated November 29, 2007 (collectively, the “Debt Prospectus”). The Notes will be issued pursuant to a subordinated indenture (the “Base Indenture”), among the Company, the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto between the Company and the Trustee (collectively, the “Indenture”).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion, including, among other things, (i) the Articles of Incorporation and Bylaws of the Company, each as amended through the date hereof, (ii) the Registration Statement, (iii) the Equity Prospectus, (iv) the Debt Prospectus and (v) the Indenture.
In this examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproductions or certified copies and the authenticity of the originals of such latter documents, as well as the accuracy and completeness of all corporate records and other information made available to us by the Company. As to questions of fact material to this opinion, we have relied upon the accuracy of the certificates and other comparable documents of officers and representatives of the Company, upon statements made to us in discussions with the Company’s management and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.
We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia, the State of New York and the federal laws of the United States.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when the Shares have been issued and sold as contemplated in the Registration Statement and the Equity Prospectus, the Shares will be validly issued, fully paid and nonassessable.
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December 5, 2007
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3. The Notes have been duly authorized and, when (a) the Indenture has been duly executed and delivered, (b) the Notes have been duly executed and authenticated in accordance with the Indenture and (c) the Notes have been issued and sold as contemplated in the Registration Statement and the Debt Prospectus, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.
4. The shares of Common Stock issuable upon the conversion of the Notes have been duly authorized and, when such shares have been issued upon such conversion as contemplated in the Registration Statement, the Debt Prospectus and the Indenture, such shares will be validly issued, fully paid and nonassessable.
The opinions set forth above are subject to the qualifications that (a) the validity and enforcement of the Company’s obligations under the Notes and the underlying Indenture may be subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general equity principles and any implied covenant of good faith and fair dealing (whether considered in proceeding at law or in equity) and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
We hereby consent to (a) the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, (b) the incorporation by reference of this opinion into the Registration Statement and (c) the reference to our firm under the heading “Legal Matters” in the Registration Statement, the Equity Prospectus and the Debt Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations of the Commission promulgated thereunder.
Penn Virginia Corporation
December 5, 2007
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This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Notes.
| Very truly yours, |
| /s/ Hunton & Williams LLP |