EXHIBIT 5.01
LETTERHEAD OF MURPHY OIL CORPORATION
March 27, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Murphy Oil Corporation
1992 Stock Incentive Plan
Dear Sirs:
As Manager, Law Department & Corporate Secretary of Murphy Oil
Corporation, (the "Company"), I advise you as follows in connection with the
filing by the Company of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to the shares (the "Shares") of
Common Stock ($1.00 par value) issuable pursuant to the 1992 Stock Incentive
Plan (the "Plan").
As Manager, Law Department & Corporate Secretary for the Company, I, or
attorneys under my supervision, have participated in the preparation of the
Registration Statement and have examined and relied upon such documents,
opinions, precedents, records and other materials as I have deemed necessary or
appropriate to provide a basis for the opinion set forth below. In this
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as original documents and conformity to
original documents of all documents submitted to me as certified or photostatic
copies.
Based on the foregoing, I am of the opinion that the Shares deliverable
pursuant to the Plan, when delivered in accordance with the Plan upon receipt by
the Company of adequate consideration therefor, will be duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Sincerely,
/s/ Walter K. Compton
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Walter K. Compton