EXHIBIT 5
Jenkens & Gilchrist AUSTIN, TEXAS
A PROFESSIONAL CORPORATION (512) 499-3800
CHICAGO, ILLINOIS
1100 LOUISIANA (312) 425-3900
SUITE 1800 DALLAS, TEXAS
HOUSTON, TEXAS 77002 (214) 855-4500
LOS ANGELES, CALIFORNIA
(713) 951-3300 (310) 820-8800
FACSIMILE (713) 951-3314 NEW YORK, NEW YORK
(212) 704-6000
PASADENA, CALIFORNIA
Judy G. Gechman www.jenkens.com (626) 578-7400
(713) 951-3356 SAN ANTONIO, TEXAS
jgechman@jenkens.com (210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
October 1, 2002
Swift Energy Company
Suite 400
16825 Northchase Drive
Houston, Texas 77060
Re: Opinion as to Legality of Certain Securities of Swift Energy Company
Ladies and Gentlemen:
We have acted as counsel to Swift Energy Company, a Texas corporation (the
"Company"), in connection with its registration under the Securities Act of
1933, as amended (the "Securities Act"), for resale under the Securities Act of
300,000 shares of the Company's Common Stock, par value $.01 per share (the
"Shares"). The terms and conditions of such offering are described in a
prospectus (the "Prospectus") contained in a Registration Statement on Form S-3
(the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") today.
We have examined the Prospectus and the Registration Statement and such
other records, documents, opinions, and instruments as in our judgment are
necessary or appropriate to enable us to render this opinion. In conducting our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all individual signatories, the accuracy of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as copies. In addition, we have assumed and without independent investigation
have relied upon the factual accuracy of the representations, warranties and
other information contained in the items we examined. We have made such legal
and factual determinations as we have deemed relevant.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares are duly authorized
and validly issued and are fully paid and nonassessable securities of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference being made to our firm under the caption
"Legal Opinion" in the Prospectus. We also consent to the filing of this opinion
with state securities officials in connection with the registration of the
Shares under applicable state securities laws. In giving this consent, this firm
does not thereby admit that it comes into the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
We express no opinion as to the laws of any jurisdiction other than the
State of Texas and the federal laws of the United States of America.
The opinions expressed herein are given as of the date hereof and we
undertake no obligations to supplement this letter if any applicable law changes
after such date or if we become aware of any facts that might change the
opinions expressed herein after such date or for any other reason.
Sincerely yours,
JENKENS & GILCHRIST,
A Professional Corporation
By: /s/ Judy G. Gechman
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Judy G. Gechman
Authorized Signatory