EXHIBIT 5.2
[Letterhead]
February , 2002
Devon Financing Corporation, U.L.C.
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma
73102
- - and to -
Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma
73102
Dear Sirs:
Re: Registration Statement on Form S-4
We have acted as special counsel for Devon Financing Corporation, U.L.C. (the
"Company") in connection with the preparation of a registration statement on
Form S-4 (the "Registration Statement") being filed with the Securities and
Exchange Commission relating to the registration of the Company's 6.875% Notes
due 2011 (the "Notes") and its 7.875% Debentures due 2031 (the "Debentures," and
together with the Notes, the "Securities") and the unconditional guarantees as
to the payment of principal and interest on the Securities by Devon Energy
Corporation (the "Guarantees"). Pursuant to the Registration Statement, the
Company is offering to exchange (the "Exchange Offer") up to $1,750,000,000
aggregate principal amount of the Notes for a like amount of its outstanding
6.875% Notes due 2011 (the "Original Notes") and up to $1,250,000,000 aggregate
principal amount of the Debentures for a like amount of its outstanding 7.875%
Debentures due 2031 (the "Original Debentures", and together with the Original
Notes, the "Original Securities") and to exchange the Guarantees for the
unconditional guarantees as to the payment of principal and interest on the
Original Securities by Devon Energy Corporation (the "Original Guarantees"). The
Securities and the Guarantees will be issued upon consummation of the Exchange
Offer. The Original Securities and Original Guarantees were, and the Securities
and the Guarantees will be, issued pursuant to an indenture, dated as of October
3, 2001 (as amended, the "Indenture") among the Company, Devon Energy
Corporation and The Chase Manhattan Bank, as trustee (the "Trustee").
Examinations and Reliance
In our capacity as counsel to the Company we have examined:
1. the Registration Statement,
2. the Indenture (the Registration Statement and the Indenture are sometimes
collectively described as the "Operative Documents");
3. the Memorandum and Articles of Association of the Company;
4. a certified copy of a resolution of the directors of the Company dated
October 3, 2001 (the "Resolution"), authorizing, inter alia, the execution
and delivery of the Operative Documents and the Securities and the
consummation of the transactions provided for thereunder;
5. a certificate of an officer of the Company dated February , 2002 with
respect to various corporate matters (the "Officer's Certificate"); and
6. a certificate of status issued by the Registrar of Joint Stock Companies
dated February , 2002 with respect to the Company.
We have also examined originals or copies identified to our satisfaction of such
certificates of public officials and other documents, and have considered such
questions of law, as we have considered appropriate or necessary as a basis for
the opinions hereinafter expressed.
To the extent that the opinions expressed in this letter are based on factual
matters, we have relied solely upon the Officer's Certificate.
Assumptions
We have assumed:
1. the genuineness of all signatures, the legal capacity at all relevant
times of any natural persons signing any documents, the authenticity of all
documents submitted to us as originals, the conformity to authentic
originals of all documents submitted to us as certified or true copies or
as reproductions (including documents received by facsimile machine) and
the truthfulness of all certificates of public officials and corporate
officers.
2. that each party to the Operative Documents, other than the Company, has
all necessary power and capacity to execute and deliver the Operative
Documents and perform its obligations thereunder, has duly authorized,
executed and delivered the Operative Documents and that each of the
Operative Documents constitutes the legal, valid and binding obligation of
the parties thereto (other than the Company), enforceable against each of
them in accordance with its terms.
3. that each of the Operative Documents has been physically delivered by
the Company to the Initial Purchasers or the Trustee, as the case may be,
that such delivery was not subject to any condition or escrow imposed by or
on behalf of the Company on such delivery and that such delivery was
satisfactory delivery under the laws of any relevant jurisdiction other
than the Province of Nova Scotia.
4. the currency and accuracy of the indices and records maintained at the
public offices where we have conducted searches or made inquiries or caused
searches or inquiries to be made.
Laws Addressed
We are qualified to practice law in the Province of Nova Scotia and have made no
investigation of the laws of any jurisdiction other than the laws of the
Province of Nova Scotia and the federal laws of Canada applicable therein. The
opinions hereinafter expressed are limited to the laws of the Province of Nova
Scotia and the federal laws of Canada applicable therein in effect on the date
hereof.
Opinions
Based on the foregoing, and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that:
1. The Indenture has been duly authorized, executed and delivered by the
Company; and
2. The Securities have been duly authorized for issuance by the Company.
Qualifications
The opinions expressed herein are subject to the following qualifications and
assumptions:
1. No opinion is expressed as to the enforceability of any of the Operative
Documents against the Company.
This opinion is rendered to you solely for your benefit in connection with the
filing of the Registration Statement and for the benefit of Mayer, Brown, Rowe &
Maw in connection with the opinion to be issued by such firm in connection with
the filing of the Registration Statement.
We hereby consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the prospectus included as part of the Registration Statement.
Yours very truly,
STEWART MCKELVEY STIRLING SCALES