Exhibit 5.1
February 12, 2002
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 to Kerr-McGee Rocky Mountain Corporation, 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 (the
"Preferred Stock Warrants"); (v) debt securities (the "Debt Securities"); (vi)
warrants to purchase Debt Securities (the "Debt Security Warrants"); (vii)
guarantees of 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 $1,500,000,000.
The Debt Securities and the Guarantees will be issued under an
Indenture (the "Indenture") dated as of August 1, 2001, 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
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hereinafter as a "Counterparty."
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) 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, issuance and
delivery of the Purchase Contracts, the Purchase Contract Agreement will have
been duly authorized, executed and delivered by the Company and (ii) that at the
time of execution, countersignature, issuance and delivery of any Securities
Warrants, the related Warrant Agreement will have been duly authorized, executed
and delivered by the Company.
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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 Guarantees, such
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
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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 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
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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