CLEARLY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NY 10006
December 5, 1995
Southwestern Energy Company
1083 Sain Street
Fayetteville, Arkansas 72703
Ladies and Gentlemen:
We have acted as special counsel for Southwestern Energy
Company, an Arkansas corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (No. 33-63895)(as amended when it became effective, the
"Registration Statement") and the related prospectus (the "Prospectus"), as
supplemented by the prospectus supplement dated November 30, 1995 (the
"Prospectus Supplement"), relating to the offering from time to time of the
Company's debt securities up to an aggregate initial public offering or purchase
price of U.S. $250,000,000 in accordance with Rule 415 under the Securities Act,
and the offering of $125,000,000 aggregate principal amount of the Company's
6.70% Senior Notes (the "Notes"), represented by a global security (the "Global
Security"), to be issued under an indenture dated as of December 1, 1995 (the
"Indenture") between the Company and The First National Bank of Chicago, as
trustee (the "Trustee").
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Southwestern Energy Company, p.2
We have participated in the preparation of the Registration Statement,
the Prospectus, the Prospectus Supplement, the Indenture and the Global Security
and we have reviewed the originals or copies certified or otherwise identified
to our satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, we have assumed the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. In addition, we have
assumed but not verified the accuracy as to factual matters of each document we
have reviewed.
Based on the foregoing, it is our opinion that:
1. The indenture has been duly authorized by all necessary corporate
action of the Company and has been duly executed and delivered by the Company
under the law of the State of New York, and, assuming the due authorization,
execution and delivery of the Indenture by the Trustee, as to which no opinion
is expressed, the Indenture is a legal, valid, binding and enforceable agreement
of the Company.
2. The execution and delivery by the Company of the Notes have been
duly authorized by all necessary corporate action of the Company in accordance
with the provisions of the Indenture and the Global Security has been duly
executed and delivered by the Company under the law of the State of New York,
and when the Global Security is authenticated by the Trustee, and the Notes have
been sold as described in the Registration Statement, the Prospectus and the
Prospectus Supplement relating to the Notes, such Notes will constitute legal,
valid, binding and enforceable obligations of the Company.
Insofar as the foregoing opinions relate to the legality, validity,
binding effect or enforceability of any agreement or obligation of the Company,
(a) we have assumed that the Company and each other party to such agreement or
obligation has satisfied those legal requirements that are applicable to it to
the extent necessary to make such agreement or obligation enforceable against it
(except that no such assumption is made as to the Company regarding matters of
the federal law of the United States of America (other than matters relating to
federal energy law) or the law of the State of New York) and (b) such opinions
are subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity (whether
considered in a proceeding in equity or at law).
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Southwestern Energy Company, p. 3
We express no opinion other than as to the federal law of the
United States of America and the law of the State of New York. With respect to
all matters of the law of the State of Arkansas and federal energy law, we have
relied on the opinion of Jeffrey L. Dangeau, Assistant Secretary to the Company,
a copy of which is attached hereto.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By STEPHEN H. SHALEN
----------------------------
Stephen H. Shalen, a Partner
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