Exhibit 8.1
Jenkens & Gilchrist AUSTIN, TEXAS
A PROFESSIONAL CORPORATION (512) 499-3800
CHICAGO, ILLINOIS
1401 MCKINNEY (312) 425-3900
SUITE 2700 DALLAS, TEXAS
HOUSTON, TEXAS 77010 (214) 855-4500
(713) 951-3300 LOS ANGELES, CALIFORNIA
FACSIMILE (713) 951-3314 (310) 820-8800
NEW YORK, NEW YORK
Donald W. Brodsky www.jenkens.com (212) 704-6000
(713) 951-3341 PASADENA, CALIFORNIA
dbrodsky@jenkens.com (626) 578-7400
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-150
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
June 23, 2004
Swift Energy Company
16825 Northchase Drive, Suite 400
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as special tax counsel to Swift Energy Company, a Texas
corporation (the "Company"), in connection with its preparation of a prospectus
supplement ("Prospectus Supplement") dated June 9, 2004 to the prospectus dated
May 11, 2004 of the Company ("Prospectus") which was filed with the Securities
and Exchange Commission pursuant to Rule 424(b), relating to Registration
Statement No. 333-112041 on Form S-3 (the "Registration Statement") with respect
to the Company's issuance of its 7 5/8% Senior Notes due 2011 (the "Notes") in
the principal amount of $150,000,000. Except as otherwise indicated, capitalized
terms used herein shall have the meanings assigned to them in the Prospectus
Supplement.
Set forth below is our opinion, together with the representations,
assumptions and documents upon which we have relied in rendering our opinion and
any limitations on our opinion.
A. Documents Reviewed
In connection with the opinion rendered below, we have reviewed and relied
upon the following documents:
1. the Registration Statement;
2. the Prospectus Supplement;
3. the Prospectus;
4. the form of Indenture and form of First Supplemental Indenture
proposed to be entered into between the Company and Wells Fargo
Bank, NA, as Trustee, pertaining to the Notes;
June 23, 2004
Page 2
5. a Company's Officer's Certificate relating to the tax opinion
dated June 23, 2004 (the "Officer's Certificate"); and
6. such other documents as we deemed necessary for purposes of
rendering the opinion.
B. Representations
In connection with the opinion rendered below, we have reviewed and relied
upon the factual representations set forth in the Officer's Certificate.
C. Assumptions
In connection with the opinion rendered below, we have assumed:
1. that all signatures on all documents submitted to us are genuine, that
all documents submitted to us as originals are authentic, that all documents
submitted to us as copies are accurate, that all information submitted to us is
accurate and complete, and that all persons executing and delivering originals
or copies of documents examined by us are competent to execute and deliver such
documents;
2. that the issuance, description of and transactions regarding the Notes
described in the Registration Statement and the Prospectus Supplement will be
timely consummated as contemplated in the Prospectus Supplement and without
waiver of any material provision thereof; and
3. the Officer's Certificate is true and accurate in all material respects
as of this date.
D. Opinion
Based solely upon the documents and assumptions set forth above and
conditioned upon the initial and continuing accuracy of the factual
representations set forth in the Officer's Certificate as of the date hereof, it
is our opinion that the descriptions of the law contained in the Prospectus
Supplement under the caption "Certain U.S. Federal Income Tax Considerations"
are correct in all material respects and that the discussion thereunder
represents an accurate summary of (i) certain material United States federal
income tax consequences of the purchase, ownership and disposition of the Notes
by an initial purchaser who is a U.S. Holder and who acquires the Notes in the
initial offering at the public offering price set forth on the cover page of the
5
June 23, 2004
Page 3
Prospectus Supplement; and; (ii) certain material United States federal income
and estate tax consequences of the purchase, ownership and disposition of the
Notes by an initial purchaser who is a Non-U.S. Holder and who acquires the
Notes in the intial offering at the public offering price set forth on the cover
page of the Prospectus Supplement.
E. Limitations
1. Except as otherwise indicated, the opinion contained in this letter is
based upon the Code and its legislative history, the Treasury regulations
promulgated thereunder (the "Regulations"), judicial decisions, and current
administrative rulings and practices of the Internal Revenue Service, all as in
effect on the date of this letter. These authorities may be amended or revoked
at any time. Any such changes may or may not be retroactive with respect to
transactions entered into or contemplated prior to the effective date thereof
and could significantly alter the conclusions reached in this letter. There is
no assurance that legislative, judicial, or administrative changes will not
occur in the future. We assume no obligation to update or modify this letter to
reflect any developments that may occur after the date of this letter.
2. The opinion expressed herein represents counsel's best legal judgment
and is not binding upon the Internal Revenue Service or the courts and is
dependent upon the accuracy and completeness of the documents we have reviewed,
and the assumptions made and the factual representations contained in the
Officer's Certificate. To the extent that any of the factual representations
provided to us in the Officer's Certificate are with respect to matters set
forth in the Code or the Treasury Regulations, we have reviewed with the
individuals making such factual representations the relevant portions thereof
and are reasonably satisfied that such individuals understand such provisions
and are capable of making such factual representations. We have not made an
independent investigation of the assumptions set forth above, the facts
contained in the documents, or the facts set forth in the Officer's Certificate,
Registration Statement, or Prospectus Supplement. No facts have come to our
attention, however, that would cause us to question the accuracy and
completeness of such assumptions, facts or documents in a material way. Any
material inaccuracy or incompleteness in these documents, assumptions or factual
representations could adversely affect the opinion stated herein.
3. We are expressing an opinion only as to those matters expressly set
forth in Section D above. No opinion should be inferred as to any other matters
and this opinion may not be relied upon except with respect to the consequences
specifically discussed herein. This opinion does not address the various state,
local or foreign tax consequences related to the offering or other transactions
contemplated by the Registration Statement. In addition, no opinion is expressed
as to any U.S. federal income tax consequences of any other transactions related
to the Notes except as specifically set forth herein.
June 23, 2004
Page 4
4. This opinion letter is issued solely for the benefit of the Company in
connection with the Prospectus Supplement and no other person or entity may rely
hereon without our express written consent. We are furnishing this opinion
solely in our capacity as special tax counsel to the Company. This opinion
letter may be filed with the Securities and Exchange Commission by virtue of the
filing of a Form 8-K by the Company. Furthermore, we consent to the reference to
Jenkens & Gilchrist, a Professional Corporation, under the caption Legal Matters
in the Prospectus Supplement. 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 Securities Act of 1933, as amended, or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/Andrius R. Kontrimas
-------------------------------------
Andrius R. Kontrimas,
Authorized Signatory
cc: Ms. Lisa Rossmiller [Firm]