Exhibit 5.1
[SWIFT ENERGY COMPANY] SWIFT ENERGY COMPANY
16825 NORTHCHASE DRIVE
SUITE 400
HOUSTON, TEXAS 77060
TELEPHONE (281) 874-2700
FAX (281) 874-2701
January 20, 2004
Swift Energy Company
16825 Northchase Dr., Suite 400
Houston, Texas 77069
Re: Registration Statement on Form S-8 covering 650,000 shares of common stock
of Swift Energy Company
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Swift Energy Company, a Texas
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), on or about
January 20, 2004, relating to the registration of a total of 650,000 shares of
common stock (the "common Stock") of the Company that may be issued by the
Company pursuant to employee benefit plans of the Company, including (i) 500,000
shares of Common Stock issuable pursuant to the Swift Energy Company 2001
Omnibus Stock Compensation Plan, as amended (the "2001 Plan"), and (ii) 150,000
shares of Common Stock issuable pursuant to the Swift Energy Company Employee
Savings Plan (the "401(k) Plan" which, together with the 2001 Plan are referred
to collectively as the "Plans").
In connection therewith, I have examined and relied upon the original, or
copies identified to my satisfaction, of (1) the Articles of Incorporation, as
amended, and the Bylaws, as amended, of the Company; (2) minutes and records of
the corporate proceedings of the Company with respect to the establishment of
the Plans, the issuance of the Shares of Common Stock pursuant to the Plans and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plans; and (4) such other documents and instruments as I have deemed
necessary for the expression of opinions herein contained. In making the
foregoing examinations, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals, and the conformity
to original documents of all documents submitted to me as certified or
photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Articles of Incorporation, as amended, and
the Bylaws, as amended, minutes, records, resolutions and other documents or
writings of the Company, I have relied, to the extent deemed reasonably
appropriate, upon representations, statements or certificates of public
officials or officers or representatives of the Company.
Page 2
Based upon my examination, consideration of, and reliance on the documents
and other matters described above, and assuming that:
(1) outstanding incentive or nonqualified options to purchase Shares
("Options") were duly granted, and the Options to be granted in the future
are duly granted, in accordance with the terms of the 2001 Plan and the
Shares to be sold and issued in the future upon the exercise of Options or
otherwise will be issued and sold in accordance with the terms of the 2001
Plan;
(2) the Company maintains an adequate number of authorized but unissued shares
and/or treasury shares available for issuance to those persons who purchase
Shares pursuant to the Plans;
(3) the consideration for the Shares issued pursuant to the Plans is actually
received by the Company as provided in the Plans and exceeds the par value
of such Shares; and
(4) the board of directors of the Company authorizes the annual issuance of
shares of Common Stock to the 401(k) Plan;
I am of the opinion that the Shares issued or sold in accordance with the
terms of the Plans will be duly and validly issued, fully paid and
nonassessable.
The opinion expressed herein is limited to the laws of the State of Texas,
and the federal laws of the United States of America and we assume no
responsibility as to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or rules and regulations of the Securities and Exchange
Commission thereunder.
I am delivering this opinion to the Company, and no person other than the
Company may rely on it.
Respectfully submitted,
Karen Bryant
General Counsel--Corporate Governance
and Assistant Secretary