Exhibit 5.1
[LETTERHEAD OF JENKENS & GILCHRIST, a Professional Corporation]
August 4, 1999
Swift Energy Company
16825 Northchase Drive
Suite 400
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as securities counsel for Swift Energy Company, a Texas
corporation ("Swift"), in connection with (i) the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of Registration Statement No. 333-81651 on
Form S-3 filed by the Company with the Commission on June 28, 1999, and amended
and declared effective on July 9, 1999 (the "Registration Statement"), for the
purpose of registering under the Act, among other securities, debt securities of
Swift; and (ii) the preparation of a final prospectus supplement dated July 30,
1999 (the "Prospectus Supplement"), in connection with the issuance of
$125,000,000 aggregate principal amount of 10.25% Senior Subordinated Notes Due
2009 of Swift (the "Notes").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement, including the form of prospectus included therein and the documents
incorporated by reference therein, and the Prospectus Supplement, (ii) Swift's
Restated Certificate of Incorporation and By-laws, each as amended to date, and
(iii) the Indenture relating to Swift debt securities, dated as of July 29,
1999, and the form of First Supplemental Indenture thereto, to be dated as of
August 4, 1999 (as so amended and supplemented, the "Indenture"), both between
Swift and Bank One, N.A., as trustee. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate, 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 and have not
verified (i) the genuineness of the signatures on all documents that we have
examined, (ii) the conformity to the originals of all documents supplied to us
as certified or photostatic or faxed copies, (iii) the authenticity of the
originals of such documents and (iv) as to the forms of all documents in respect
of which forms were filed with the Commission or incorporated by reference as
exhibits to the Registration Statement, the conformity in all material respects
of such documents to the forms thereof that we have examined. In conducting our
examination of documents executed by parties other than Swift, we have assumed
that such parties had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such document and that such documents constitute valid and binding
obligations of such parties. We have assumed that the Notes and the Indenture,
when executed, will be executed in substantially the forms reviewed by us. In
addition, we have assumed the receipt by each person to whom a Note is to be
issued (collectively, the "Note Holders") of a certificate for such Note or of a
global certificate by the Depository Trust Company, acting as agent, and the
payment for the Note so acquired, in accordance with the Registration Statement,
and that the Notes are issued and sold to the Note Holders in accordance with
the Registration Statement. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers, trustees and other
representatives of the Company and others. We have further assumed that the
Registration Statement and any amendments thereto have become effective.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
1. the Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas;
2. when the Indenture has been duly executed and delivered by the
officers authorized by the Board of Directors of the Company to
execute and deliver the same, it will constitute a legal, valid and
binding instrument of the Company, enforceable against the Company in
accordance with its terms; and
3. the Notes are duly authorized, and when executed and authenticated in
the manner set forth in the Indenture and when sold, issued to and
paid for by the Underwriters, will be legal, valid and binding
obligations of the Company, entitled to the benefits provided by the
Indenture, and enforceable in accordance with its terms.
The opinions expressed above with respect to the legally binding effect of
the Indenture and the Notes are subject, as to enforceability, to applicable
bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium and
other laws affecting creditors' rights generally from time to time and to
general principles of equity (regardless of whether considered in a proceeding
in equity or at law); commercial reasonableness and unconscionability and an
implied covenant of good faith and fair dealing; the power of the courts to
award damages in lieu of equitable remedies; and the limitations imposed by
rights to indemnification and contribution thereunder may be limited by Federal
or state securities laws or public policy underlying such laws on any right to
indemnification or contribution contained in the Indenture and the Notes.
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 Opinions" in the Prospectus dated July 9, 1999 and under the caption
"Legal Opinions" in the Prospectus Supplement dated July 30, 1999, which form a
part of the Registration Statement. 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 are members of the Bar of the State of Texas and do not hold ourselves
out as being experts on laws other than the laws of the State of Texas and the
laws of the United States of America.
Respectfully submitted,
Jenkens & Gilchrist, a Professional Corporation
By: /s/ Donald W. Brodsky
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Donald W. Brodsky
Authorized Signatory