Exhibit 5.1
| | |
| | Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| 212-373-3000 | | 1285 Avenue of the Americas |
| 212-757-3990 | | New York, New York 10019-6064 |
| |
| | August 7, 2023 |
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, CA 94583
Post-Effective Amendment on Form S-8 to Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Chevron Corporation, a Delaware corporation (the “Company”), in connection with the Post-Effective Amendment on Form S-8 to Form S-4 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 858,286 shares of the Company’s common stock, par value $.75 per share (the “Shares”), issuable in respect of awards to be granted under the PDC Energy, Inc. 2018 Equity Incentive Plan and the PDC Energy, Inc. Amended and Restated 2010 Long-Term Equity Compensation Plan (as amended and restated, the “Plans”).
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
| | 1. | the Registration Statement; and |
| | 2. | the Plans and the forms of award agreements (collectively, the “Agreements”) relating to the awards to acquire Shares granted under the Plans. |
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended and restated, and the by-laws, as amended and restated, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company, and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below. We have also relied upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such agreements and documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in accordance with the terms of the Plans and any applicable Agreement under the Plans, the Shares will be validly issued, fully paid and non-assessable.
