Exhibit 5.1
March 5, 2009
Anadarko Petroleum Corporation
1201 Lake Robins Drive
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as special counsel to Anadarko Petroleum Corporation, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a Registration Statement on Form S-3, File No. 333-137183 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by the Company of $500,000,000 aggregate principal amount of the Company’s 7.625% Senior Notes due 2014 and $600,000,000 aggregate principal amount of the Company’s 8.700% Senior Notes due 2019 (collectively, the “Notes”) to be issued under an Indenture, dated as of September 19, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of October 10, 2006 (as so supplemented, the “Indenture”), and sold pursuant to the Terms Agreement, dated as of March 2, 2009 (including the Underwriting Agreement (Standard Provisions) dated March 2009 of the Company incorporated therein by reference, the “Terms Agreement”), between the Company and J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the several underwriters (the “Underwriters”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-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, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, and that the Notes will conform to the specimen thereof we have reviewed. We have also assumed that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. 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.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Notes have been duly executed by the Company, duly authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to and paid for by the Underwriters pursuant to the Terms Agreement, the Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
1111 Louisiana Street, 44th Floor / Houston, Texas 77002-5200 / 713.220.5800 / fax: 713.236.0822 / akingump.com
Anadarko Petroleum Corporation
March 5, 2009
Page 2
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 (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware (the “DGCL”). As used herein, the term “DGCL” includes the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws. |
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| | B. | | The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law), and (iii) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution. |
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| | C. | | 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, a change in any fact relating to the Company or any other person or any other circumstance. |
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the use of our name in the Prospectus dated September 8, 2006, and the Prospectus Supplement dated March 2, 2009, forming a part of the Registration Statement under the caption “Legal Matters.” 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.
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| | Very truly yours,
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| | /s/Akin, Gump, Strauss, Hauer & Feld, L.L.P. | |
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| | AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. | |
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