EXHIBIT 5.2
McINNES COOPER
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BARRISTERS SOLICITORS & TRADE MARK AGENTS
August 13, 2003
Summit Place
1601 Lower Water Street
Post Office Box 730
Halifax, Nova Scotia
Canada B3J 2V1
T. 902 425 6500
F. 902 425 6350
www.mcinnescooper.com
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, TX 77056-4400
Ladies & Gentlemen:
Re: Form S-4 Registration Statement
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We have acted as Nova Scotia counsel to Apache Corporation (the "Company")
in connection with the preparation of a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act") relating to the proposed issuance of $350,000,000 aggregate
principal amount of 4.375% Notes due 2015 (the "Exchange Securities") of Apache
Finance Canada Corporation, an unlimited liability company organized under the
laws of the Province of Nova Scotia, Canada (the "Issuer"), to be issued under
that certain Indenture ("Indenture"), dated as of November 23, 1999, by and
between the Issuer, the Company and JP Morgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee, in connection with the exchange offer set
forth in the Registration Statement, pursuant to which the Exchange Securities
will be issued for a like principal amount of the Issuer's outstanding 4.375%
Notes due 2015. We understand that the Exchange Securities issued by the Issuer
will be guaranteed by the Company pursuant to a guarantee provided for under
the Indenture.
We have examined:
(i) the Registration Statement covering the Exchange Securities which
we understand has been filed with the United States Securities and
Exchange Commission;
(ii) an executed copy of the Indenture;
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August 13, 2003
(iii) the Memorandum of Association and Articles of Association of the
Issuer as contained in the minute book of the Issuer made available
for our inspection on the date hereof, which we assume is complete
and accurate in all respects;
(iv) a resolution signed by the directors of the Issuer on October 29,
1999 with respect to, inter alia, the entering into of the
Indenture, which we assume continues in full force and effect
unamended as of the date hereof;
(v) a resolution signed by the directors of the Issuer on May 8, 2003,
with respect to, inter alia, the issuance of the Exchange
Securities, which we assume continues in full force and effect
unamended as of the date hereof; and
(vi) a certificate of status dated August 11, 2003 issued in respect of
the Issuer by the Registrar of Joint Stock Companies for the
Province of Nova Scotia;
and such other documents and instruments as we have deemed necessary or
appropriate for the expression of the opinion contained herein.
For purposes of giving this opinion, we have assumed the following:
(a) the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as copies;
(b) such documents are within the capacity and powers of, and have been
validly authorized, executed and delivered by and are binding on,
the parties to them other than the Issuer;
(c) insofar as any obligation under any document is to be performed in
any jurisdiction other than in the Province of Nova Scotia, its
performance will not be illegal or unenforceable under the law of
that jurisdiction;
(d) each such document has been duly executed and delivered and
constitutes or will constitute legal, valid and binding obligations
of the parties under their respective governing laws, enforceable in
competent courts of such jurisdictions; and
(e) the information provided by government officials, agencies and
authorities is complete and accurate.
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August 13, 2003
Based upon the foregoing and subject to the limitations set forth below, it
is our opinion that, under current law, the Issuer has the corporate power and
authority to issue the Exchange Securities and the Exchange Securities have been
duly authorized by the Issuer.
Our opinion herein is limited solely to the laws of the Province of Nova
Scotia and the federal laws of Canada applicable therein and we express no
opinion herein concerning the law of any other jurisdiction.
We express no opinion as to any matters other than as expressly set forth
above and no opinion is to be otherwise implied or inferred herefrom.
Our opinion herein is rendered solely for your benefit in connection with
the transaction contemplated herein. Our opinion herein may not be used or
relied on by any third party, filed with a government agency, quoted, cited or
otherwise referred to without our prior written consent, except that each of
Chamberlain, Hrdlicka, White, Williams & Martin and Sidley Austin Brown & Wood
LLP, may rely on this letter and the opinion expressed herein as if each of
them were named as an addressee of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to
the Registration Statement and to the reference to our name under the caption
"Legal Matters" in the prospectus forming part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Yours very truly,
/s/ McInnes Cooper