EXHIBIT 5(e)
McInnes Cooper
Summit Place
1601 Lower Water Street
Post Office Box 730
Halifax, Nova Scotia
Canada B3J 2V1
T. 902 425 6500
www.mcinnescooper.com
Our File: FH-3058
June 10, 2002
Anadarko Petroleum Corporation
17001 Northchase Drive
Houston, Texas 77060-2141
Ladies and Gentlemen:
We have acted as Nova Scotia counsel to Anadarko Finance
Company, an unlimited liability company organized under the laws of the Province
of Nova Scotia, Canada ("Anadarko Finance"), and a wholly-owned, indirect
subsidiary of Anadarko Petroleum Corporation, a Delaware corporation (the
"Company" and together with Anadarko Finance, the "Registrants"), in connection
with the preparation of a registration statement on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to the offering from time to time, as set
forth in the Registration Statement, the form of prospectus contained therein
(the "Prospectus") and one or more supplements to the Prospectus (each, a
"Prospectus Supplement"), of, among other securities, (i) common stock,
warrants, preferred stock, depositary shares representing Preferred Stock
evidenced by depositary receipts, purchase contracts, stock purchase units,
guarantees with respect to the Trust Preferred Securities, guarantees ("Anadarko
Finance Guarantees") with respect to the Anadarko Finance Debt Securities (as
defined below) and debt securities of the Company, (ii) specified trust
preferred securities, and (iii) debt securities of
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June 10, 2002
Anadarko Finance ("Anadarko Finance Debt Securities"), having an aggregate
initial public offering price not to exceed U.S. $1,000,000,000, on terms to be
determined at the time of the offering. All capitalized terms which are not
defined herein shall have the meanings assigned to them in the Registration
Statement or in the applicable Indenture, as the case may be.
The Anadarko Finance Guarantees and the Anadarko Finance Debt
Securities will be issued pursuant to a senior indenture between the Registrants
and The Bank of New York, as trustee (the "AFC Senior Indenture").
In arriving at the opinions expressed below, we have examined
(i) the Registration Statement, (ii) the Prospectus, (iii) the AFC Senior
Indenture and (iv) the originals or copies certified or otherwise identified to
our satisfaction of such other instruments and other certificates of public
officials, officers and representatives of Anadarko Finance and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and
have not verified (i) the genuineness of the signatures on all documents that we
have examined, (ii) the legal capacity of all natural persons, (iii) the
authenticity of all the documents supplied to us as originals, and (iv) the
conformity to the authentic originals of all documents supplied to us as
certified or photostatic or faxed copies. In conducting our examination of
documents executed by parties other than Anadarko Finance, we have assumed that
such parties had the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the due execution and delivery by such
parties of such documents and that, to the extent such documents purport to
constitute agreements, such documents constitute valid and binding obligations
of such parties.
In rendering the opinions expressed below with respect to the
Securities, we have assumed that (i) any Supplemental Indenture to the AFC
Senior Indenture and any Board Resolution and/or any Officers' Certificate
pursuant to the AFC Senior Indenture, pursuant to which, in any such case, any
Anadarko Finance Debt Securities are issued will comply with the AFC Senior
Indenture as theretofore supplemented, and the form and terms of such Anadarko
Finance Debt Securities will comply with the AFC Senior Indenture as then
supplemented (including by such Supplemental Indenture) and any such Board
Resolution and/or Officers' Certificate; and (ii) the form and terms of such
Anadarko Finance Debt Securities, when established, and the issuance, sale and
delivery thereof by Anadarko Finance, and its incurrence and performance of its
obligations thereunder or in respect thereof in accordance with the terms
thereof, will comply with, and will not violate, its
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organizational documents, or any applicable law, rule, regulation, order,
judgment, decree, award, or agreement binding upon Anadarko Finance, or to which
the issuance, sale and delivery of the Anadarko Finance Debt Securities, or the
incurrence and performance of such obligations, may be subject, or violate any
applicable public policy, or be subject to any defense in law or equity. In
addition, we have assumed the receipt by each person to whom or for whose
benefit an Anadarko Finance Debt Security is to be issued (collectively, the
"Holders") of a certificate for such Anadarko Finance Debt Security or the
receipt by the Depository Trust Company, acting as agent, on behalf of all
Holders of the series of Anadarko Finance Debt Security of which the Anadarko
Finance Debt Security is one, of a global security then evidencing the Anadarko
Finance Debt Security, and the issuance and sale of and payment for the Anadarko
Finance Debt Securities so acquired, in accordance with the applicable purchase,
underwriting or similar agreement approved by the Board of Directors of Anadarko
Finance (the "Board") and the Registration Statement (including the Prospectus
and the applicable Prospectus Supplement).
Based on and subject to the foregoing, and subject also to the
limitations and other qualifications set forth below:
1. Anadarko Finance has been duly incorporated and is validly
existing as an unlimited company under the laws of the Province of Nova Scotia.
2. With respect to any series of Anadarko Finance Debt
Securities to be issued under the AFC Senior Indenture, we are of the opinion
that, when (a) the AFC Senior Indenture, the applicable supplement, if any, to
the AFC Senior Indenture, Board Resolution and/or Officers' Certificate, as the
case may be, have been duly authorized and validly executed and delivered by
Anadarko Finance, the Company (in the case of the AFC Senior Indenture and any
such supplement) and the trustee, (b) the AFC Senior Indenture, as then and
theretofore supplemented, has been duly qualified under the Trust Indenture Act
of 1939, as amended, (c) Anadarko Finance has taken all necessary action to
approve the issuance and terms of such series of Anadarko Finance Debt
Securities, the terms of the offering thereof and related matters and (d) such
series of Anadarko Finance Debt Securities have been duly executed,
authenticated, issued and delivered in accordance with the terms of the AFC
Senior Indenture and the applicable definitive purchase, underwriting or similar
agreement approved by the Board, upon payment (or delivery) of the consideration
therefor
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provided for therein, such series of Anadarko Finance Debt Securities will be
duly authorized and validly issued.
This opinion speaks as of its date and we undertake no, and
hereby disclaim any, duty to advise as to changes of fact or law coming to our
attention after the delivery hereof on such date. For the purposes of the
opinions expressed above, we have assumed that, at the time of the adoption,
execution and delivery, as applicable, of the AFC Senior Indenture, each
Supplemental Indenture, Board Resolution and/or Officers' Certificate (as
applicable) to be used in connection with an issuance of Anadarko Finance Debt
Securities, and at the time of the issuance and delivery of the Anadarko Finance
Debt Securities (a) Anadarko Finance will be validly existing and in good
standing under the law of the Province of Nova Scotia, it will have full power
and authority to execute, deliver and perform its obligations under such
Indenture, Supplemental Indenture, Board Resolution, and/or Officers'
Certificate, Anadarko Finance Debt Security, as the case may be, and there shall
have occurred no change in applicable law (statutory or decisional), rule or
regulation, or in any other relevant fact or circumstance, that (in any such
case) would adversely affect our ability to render at such time an opinion
containing the same legal conclusions herein set forth and subject only to such
(or fewer) assumptions, limitations and qualifications as are contained herein,
and (b) in the case of the Anadarko Debt Securities, at the time of issuance,
execution and delivery thereof or of the instrument evidencing the same (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and such effectiveness shall not have
been terminated or rescinded, (ii) a Prospectus Supplement will have been
prepared and filed with the Commission describing the Anadarko Finance Debt
Securities offered thereby, (iii) all Anadarko Finance Debt Securities will have
been issued and sold in compliance with applicable United States federal and
state securities laws and in the manner stated in the Registration Statement and
the applicable Prospectus Supplement, and (iv) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company (if
applicable) and the other parties thereto.
We express no opinion other than as to the laws of the
Province of Nova Scotia and the laws of Canada applicable in Nova Scotia in
effect on the date of this opinion. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to this
firm under the heading "Legal Matters" in the Prospectus. In giving this consent
we do not admit that we are "experts" under the Act, or the rules and
regulations of the Commission issued
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thereunder, with respect to any part of the Registration Statement, including
this exhibit. This opinion is rendered solely for your benefit in connection
with the above matter and may not be relied upon in any manner by any other
person or entity without our express prior written consent.
Very truly yours,
/s/ McInnes Cooper