EXHIBIT 5(c)
POTTER ANDERSON & CORROON LLP
1313 NORTH MARKET STREET
P.O. BOX 951
WILMINGTON, DELAWARE 19899-0951
302 984-6000
302 658-1192 FAX
www.pacdelaware.com
June 10, 2002
To Each of the Persons Listed
on Schedule I Attached Hereto
RE: ANADARKO PETROLEUM CAPITAL TRUST II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Anadarko Petroleum
Capital Trust II, a Delaware business trust (the "Trust") in connection with the
proposed issuance of its preferred securities (the "Preferred Securities"). For
purposes of giving the opinions hereinafter set forth, we have examined only the
following documents and have conducted no independent factual investigations of
our own:
1. The Certificate of Trust for the Trust, dated as of February 9, 2001
(the "Certificate"), as filed in the Office of the Secretary of State of the
State of Delaware (the "Secretary of State") on February 9, 2001;
2. The Corrected Certificate of Trust for the Trust, dated as of
February 26, 2001 as filed in the Office of the Secretary of State on February
26, 2001;
3. The original Declaration of Trust of the Trust dated as of February
9, 2001 by and among Anadarko Petroleum Corporation, as Sponsor, The Bank of New
York (Delaware), as Delaware Trustee, and the Administrative Trustees named
therein (the "Original Declaration");
4. The Form S-3 Registration Statement, dated as of April 16, 2002,
relating to the distribution of Preferred Securities under specified Rules of
the Securities Act of 1933, as amended (the "Registration Statement"); and
5. A Certificate of Good Standing for the Trust, dated April 16, 2002,
obtained from the Secretary of State.
To each of the persons on
Schedule I attached hereto
June 10, 2002
Page 2
As to certain facts material to the opinions expressed herein, we have
relied upon the representations and warranties contained in the documents
examined by us.
Based upon the foregoing, and upon an examination of such questions of
law of the State of Delaware as we have considered necessary or appropriate, and
subject to the assumptions, qualifications, limitations and exceptions set forth
herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
Sections 3801 et seq. (the "Business Trust Act"), and all filings required under
the laws of the State of Delaware with respect to the creation and valid
existence of the Trust as a business trust have been made.
2. When and if (a) a declaration amending and restating the Original
Declaration (the "Declaration") has been duly authorized, executed and delivered
by each of the parties thereto (including without limitation all of the parties
to the Original Declaration), which Declaration sets forth the terms of the
Preferred Securities, and otherwise complies in all respects with the Business
Trust Act, and (b) appropriate action has been taken to duly authorize the
issuance and fix the terms of the Preferred Securities under the Declaration,
and, subject to the other qualifications set forth herein (including, without
limitation, paragraph 3 below), the Preferred Securities will have been duly
authorized by the Declaration, and when the Preferred Securities with the terms
so fixed shall have been duly and validly issued and sold in accordance with the
Declaration and the Registration Statement, and in a manner consistent therewith
(including, without limitation and if applicable, due execution and
authentication thereof under the Declaration), such Preferred Securities will
represent validly issued, fully paid and non-assessable undivided beneficial
interests in the assets of the Trust.
3. When and if the actions referred to in paragraph 2 have occurred and
assuming that the Declaration does not otherwise provide, the holders of
Preferred Securities, as beneficial owners of Preferred Securities of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware, except that the holders of Preferred
Securities may be obligated to the extent provided in the Declaration to, among
other things that may be so stated in the Declaration, (a) provide indemnity
and/or security in connection with and pay taxes or governmental charges arising
from transfers or exchanges of certificates representing Preferred Securities,
if any, and the issuance of replacement certificates representing Preferred
Securities, and (b) provide security or indemnity in connection with requests of
or directions to the Trustees to exercise their rights and powers under the
Declaration.
To each of the persons on
Schedule I attached hereto
June 10, 2002
Page 3
All of the foregoing opinions contained herein are subject to the
following assumptions, qualifications, limitations and exceptions:
a. The foregoing opinions are limited to the laws of the State
of Delaware presently in effect, excluding the securities laws thereof. We have
not considered and express no opinion on the laws of any other jurisdiction,
including, without limitation, federal laws and rules and regulations relating
thereto.
b. We have assumed the due execution and delivery by each
party listed as a party to each document examined by us. We have assumed further
the due authorization by each party thereto (exclusive of the Administrative
Trustees) of each document examined by us, and that each of such parties has,
or, in the case of the Declaration, will have, the full power, authority, and
legal right to execute, deliver and perform each such document. We also have
assumed that each of the parties (exclusive of the Trust and the Administrative
Trustees) (x) to the Original Declaration is, and (y) to the Declaration will
remain, a corporation, bank, national banking association, business trust or
trust company, validly existing and in good standing under the laws of their
respective jurisdictions of organization and that the documents to which they
are a party do not, and will not, (i) result in the breach of the terms of, and
do not, and will not, contravene their respective constituent documents, any
contractual restriction binding on them or any law, rule or regulation
applicable to them, or (ii) require under any law, statute, rule, or regulation
any filing with, or any approval or consent of, any governmental authority. In
addition, we have assumed the legal capacity of any natural persons who are
parties to any of the documents examined by us.
c. We have assumed that all signatures on documents examined
by us are genuine, that all documents submitted to us as originals are authentic
and that all documents submitted to us as copies conform with the originals.
d. We have assumed that the Original Declaration does, and the
Original Declaration and the Declaration will, constitute the entire agreement
among each of the respective parties thereto with respect to the subject matter
thereof, including with respect to the creation, operation, dissolution and
winding up of the Trust.
e. We have assumed that the Preferred Securities will be
issued in accordance with the Declaration and the Registration Statement. We
have assumed further that the terms of the Declaration will provide that the
Preferred Securities are undivided beneficial interests in the assets of the
Trust.
f. We note that we do not assume responsibility for the
contents of the Registration Statement.
To each of the persons on
Schedule I attached hereto
June 10, 2002
Page 4
g. Except as expressly set forth in the opinions above, we
express no opinion on any documents or agreements referred to, or incorporated
by reference into, the Original Declaration, the Declaration or the Registration
Statement.
This opinion is rendered solely for your benefit and for the benefit of
prospective purchasers of the Preferred Securities in connection with the
matters set forth herein and, without our prior written consent, may not be
furnished or quoted to, or relied upon by, any other person or entity for any
purpose. Andrews and Kurth L.L.P. may rely on this opinion in connection with
the matters set forth herein for its opinions delivered on even date herewith.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name under the heading "Legal Matters" in the Prospectus. In giving the
foregoing consents, we do not thereby admit that we come within the category of
Persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ POTTER ANDERSON & CORROON LLP
Schedule I
Anadarko Petroleum Corporation
Anadarko Petroleum Capital Trust II