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[Simpson Thacher & Bartlett Letterhead]
Exhibit 5.1
August 22, 2001
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
Ladies and Gentlemen:
We have acted as counsel to Kerr-McGee Corporation, a Delaware
corporation (the "Company"), and to Kerr-McGee Operating Corporation, a Delaware
corporation, and HS Resources, Inc., a Delaware corporation (individually, a
"Guarantor" and collectively, the "Guarantors") in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to (i) shares of common stock of the Company par value $1.00 per share,
including the associated preferred share purchase rights (the "Common Stock");
(ii) warrants to purchase Common Stock (the "Common Stock Warrants"); (iii)
shares of preferred stock of the Company without par value (the "Preferred
Stock"); (iv) warrants to purchase Preferred Stock ("Preferred Stock Warrants");
(v) debt securities (the "Debt Securities"); (vi) warrants to purchase Debt
Securities (the "Debt Security Warrants"); (vii) guarantees by the Guarantors to
be issued in connection with the Debt Securities (the "Guarantees"); (viii)
contracts for purchase and sale of Common Stock or Preferred Stock (the
"Purchase Contracts"); (ix) stock purchase units of the Company, consisting of a
Purchase Contract and either Debt Securities or debt obligations of third
parties, including U.S. Treasury Securities (the "Stock Purchase Units"); and
(x) Common Stock, Preferred Stock, Debt Securities and Guarantees which may be
issued upon exercise of Securities
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Warrants (as defined below) or Purchase Contracts, whichever is applicable. The
Common Stock, the Preferred Stock, the Debt Securities, the Guarantees, the
Purchase Contracts, the Securities Warrants and the Stock Purchase Units are
hereinafter referred to collectively as the "Securities." The Securities may be
issued and sold or delivered from time to time as set forth in the Registration
Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and supplements to the Prospectus (the "Prospectus Supplements")
and pursuant to Rule 415 under the Act for an aggregate initial offering price
not to exceed $2,000,000,000.
The Debt Securities and the Guarantees will be issued under an
Indenture (the "Indenture") among the Company, the Guarantors and Citibank,
N.A., as Trustee (the "Trustee").
The Purchase Contracts will be issued pursuant to a Purchase Contract
Agreement (the "Purchase Contract Agreement") between the Company and a purchase
contract agent (the "Purchase Contract Agent").
The Common Stock Warrants, the Preferred Stock Warrants and the Debt
Security Warrants are hereinafter referred to collectively as the "Securities
Warrants." The Common Stock Warrants will be issued under a Common Stock Warrant
Agreement (the "Common Stock Warrant Agreement") between the Company and a
common stock warrant agent. The Preferred Stock Warrants will be issued under a
Preferred Stock Warrant Agreement (the "Preferred Stock Warrant Agreement")
between the Company and a preferred stock warrant agent. The Debt Security
Warrants will be issued under a Debt Security Warrant Agreement (the "Debt
Security Warrant Agreement") among the Company, a debt security warrant agent
and the Trustee. The Common Stock Warrant Agreement, the Preferred Stock Warrant
Agreement and the Debt Security Warrant Agreement are hereinafter referred to
collectively as the "Warrant Agreements." Each party to a Warrant Agreement
other than the Company is referred to hereinafter as a "Counterparty."
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We have examined the Registration Statement and the exhibits filed with
the Commission as an exhibit to such Registration Statement on the date hereof.
We also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that: (1) at the time of execution,
authentication issuance and delivery of the Debt Securities, the Indenture is
the valid and legally binding obligation of the Trustee; (2) at the time of
execution, issuance and delivery of the Purchase Contracts, the Purchase
Contract Agreement will be the valid and legally binding obligation of the
Purchase Contract Agent; and (3) at the time of execution, countersignature,
issuance and delivery of any Securities Warrants, the related Warrant Agreement
will be the valid and legally binding obligation of each Counterparty thereto.
We have assumed (i) that at the time of execution, authentication,
issuance and delivery of the Debt Securities and the Guarantees, the Indenture
will have been duly authorized, executed, and delivered by the Company and the
Guarantors; (ii) that at the time of execution, issuance and delivery of the
Purchase Contracts, the Purchase Contract Agreement will have been duly
authorized, executed and delivered by the Company; and (iii) that at the time of
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execution, countersignature, issuance and delivery of any Securities Warrants,
the related Warrant Agreement will have been duly authorized, executed and
delivered by the Company.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. With respect to the Common Stock, assuming (a) the taking by
the Board of Directors of the Company of all necessary
corporate action to authorize and approve the issuance of the
Common Stock and (b) due issuance and delivery of the Common
Stock, upon payment therefor in accordance with the applicable
definitive underwriting agreement approved by the Board of
Directors of the Company, the Common Stock will be validly
issued, fully paid and nonassessable.
2. With respect to the Preferred Stock, assuming (a) the taking
by the Board of Directors of the Company of all necessary
corporate action to authorize and approve the issuance of the
Preferred Stock, (b) due filing of the Certificate of
Designations and (c) due issuance and delivery of the
Preferred Stock, upon payment therefor in accordance with the
applicable definitive underwriting agreement approved by the
Board of Directors of the Company, the Preferred Stock will be
validly issued, fully paid and nonassessable.
3. With respect to the Debt Securities, assuming (a) the taking
of all necessary corporate action to approve the issuance and
terms of any Debt Securities, the terms of the offering
thereof and related matters by the Board of Directors of the
Company, a duly constituted and acting committee of such Board
of Directors or duly authorized officers of the Company (such
Board of Directors, committee or authorized officers being
referred to herein as the "Board") and (b) the due execution,
authentication, issuance and delivery of such Debt Securities,
upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar
agreement approved by the Board and otherwise in accordance
with the provisions of the applicable Indenture and such
agreement, such Debt Securities will constitute valid and
legally binding obligations of the Company enforceable against
the Company in accordance with their terms.
4. With respect to the Guarantees, assuming (a) the taking of all
necessary corporate action to approve the issuance and terms
of the Guarantees and related matters by the Board of
Directors of each Guarantor, a duly constituted and acting
committee of such Board of Directors or duly authorized
officers of each Guarantor, (b) the due execution,
authentication, issuance and delivery of the Debt Securities
underlying such Guarantees, upon payment of the consideration
therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and
otherwise in accordance with the provisions of the Indenture
and such agreement and (c) the due issuance of such
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Guarantees will constitute valid and legally binding
obligations of the Guarantors enforceable against the
Guarantors in accordance with their terms.
5. With respect to the Purchase Contracts, assuming (a) the
taking of all necessary corporate action by the Board to
approve the execution and delivery of the Purchase Contract
Agreement and (b) the due execution, issuance and delivery of
the Purchase Contracts, upon payment of the consideration for
such Purchase Contracts provided for in the applicable
definitive purchase, underwriting or similar agreement
approved by the Board and otherwise in accordance with the
provisions of the applicable Purchase Contract Agreement and
such agreement, the Purchase Contracts will constitute valid
and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.
6. With respect to the Securities Warrants, assuming (a) the
taking of all necessary corporate action by the Board to
approve the execution and delivery of a related Warrant
Agreement and (b) the due execution, countersignature,
issuance and delivery of such Securities Warrants, upon
payment of the consideration for such Securities Warrants
provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and
otherwise in accordance with the provisions of the applicable
Warrant Agreement and such agreement, such Securities Warrants
will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with
their terms.
7. With respect to the Stock Purchase Units, assuming (a) in the
case of Stock Purchase Units consisting at least in part of
debt obligations of third parties, such debt obligations at
all relevant times constitute the valid and legally binding
obligations of the issuers thereof enforceable against the
issuers thereof in accordance with their terms, (b) the taking
of all necessary corporate action by the Board to authorize
and approve (1) the issuance and terms of the Stock Purchase
Units, (2) the execution and delivery of the Purchase Contract
Agreement with respect to the Purchase Contracts which are a
component of the Stock Purchase Units and (3) in the case of
Stock Purchase Units consisting at least in part of Debt
Securities, the issuance and terms of the Debt Securities
which are a component of the Stock Purchase Units, the terms
of the offering thereof and related matters and (c) the due
execution, authentication, in the case of such Debt
Securities, issuance and delivery of (1) the Stock Purchase
Units, (2) such Purchase Contracts and (3) in the case of
Stock Purchase Units consisting at least in part of Debt
Securities, such Debt Securities, in each case upon the
payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar
agreement approved by the Board and in accordance with the
provisions of the applicable Purchase Contract Agreement, in
the case of such Purchase Contracts, and the Indenture, in the
case of such Debt Securities, such Stock Purchase Units will
constitute valid and legally binding obligations of the
Company, enforceable against the Company in accordance with
their terms.
Our opinions set forth in paragraphs 3 through 7 above are subject to
the effects
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of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other similar laws relating to or affecting creditors' rights generally,
(ii) general equitable principles (whether considered in a proceeding in equity
or at law), and (iii) an implied covenant of good faith and fair dealing.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the Federal law of the United States and the Delaware General
Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the use of our name under the caption Legal
Matters in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT