EXHIBIT 5.1
FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
TELEPHONE: (713) 651-5151 FACSIMILE: (713) 651-5246
June 4, 2004
The Meridian Resource Corporation
1401 Enclave Parkway, Suite 300
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as counsel to The Meridian Resource Corporation, a Texas
corporation (the "Company"), and the subsidiaries listed on Schedule I hereto
(collectively, the "Subsidiaries") in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), filed by the
Company and the Subsidiaries 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, pursuant to Rule 415 under
the Act, 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 (i) debt securities in
one or more series, which may be senior ("Senior Debt Securities") or
subordinated ("Subordinated Debt Securities" and, together with the Senior Debt
Securities, the "Debt Securities"), (ii) shares of preferred stock, $1.00 par
value ("Preferred Stock"), (iii) shares of common stock, par value $.01 per
share ("Common Stock"), and (iv) guarantees of Debt Securities by the
Subsidiaries ("Guarantees"), having an aggregate initial public offering price
not to exceed $350,000,000, and each on terms to be determined at the time of
its offering. In addition, the Debt Securities and Preferred Stock may be
convertible into or exercisable for Common Stock or Preferred Stock, as the case
may be, of the Company. The Debt Securities, Preferred Stock, Common Stock and
Guarantees are collectively referred to herein as the "Securities".
The Debt Securities will be issued in one or more series pursuant to
(i) a senior indenture (the "Senior Debt Securities Indenture") or (ii) a
subordinated indenture (the "Subordinated Debt Securities Indenture" and,
together with the Senior Debt Securities Indenture, the "Indentures"), each
Indenture to be entered into by the Company, a financial institution to be named
therein, as trustee (the "Trustee"), and, if applicable, one or more
Subsidiaries as guarantors with respect to one or more such series,
substantially in the forms attached as Exhibits 4.11 and 4.12, respectively, to
the Registration Statement, and each as the same may hereafter be modified or
supplemented from time to time, among other things, at the time of and in
connection with the issuance of one or more series of the Debt Securities.
HOUSTON * NEW YORK * WASHINGTON DC * AUSTIN * DALLAS * LOS ANGELES
MINNEAPOLIS * SAN ANTONIO * HONG KONG * LONDON * MUNICH
The Meridian Resource Corporation
June 4, 2004
Page 2
Any Guarantee of one or more series of Debt Securities will be issued
pursuant to a supplement to the Indenture pursuant to which the corresponding
Debt Securities are issued.
We have examined the Registration Statement, the form of Senior Debt
Securities Indenture and the form of Subordinated Debt Securities Indenture,
which forms have been filed with the Commission as exhibits to the Registration
Statement.
In connection with the foregoing, we also have examined originals or
copies of such corporate records, as applicable, of the Company and the
Subsidiaries, certificates and other communications of public officials,
certificates of officers of the Company and the Subsidiaries and such other
records, agreements, instruments and other documents as we have deemed necessary
for the purpose of rendering the opinions expressed herein. As to questions of
fact material to those opinions, we have, to the extent we deemed appropriate,
relied on certificates of officers of the Company and the Subsidiaries and on
certificates and other communications of public officials. We have assumed the
genuineness of all signatures on, and the authenticity of, all documents
submitted to us as originals, the conformity to authentic original documents of
all documents submitted to us as copies, the due authorization, execution and
delivery by the parties thereto of all documents examined by us, and the legal
capacity of each individual who signed any of those documents.
In rendering the opinions expressed below with respect to the
Securities, we have assumed that:
(1) the Registration Statement and any amendments thereto
(including post-effective amendments) will have become effective and
comply with all applicable laws;
(2) a Prospectus Supplement with respect to each issued
Security will have been prepared and filed with the Commission
describing the corresponding Securities offered thereby;
(3) all Securities will be issued and sold in compliance
with applicable federal and state securities laws and in the manner
stated in the Registration Statement, as amended and in effect, and the
corresponding Prospectus Supplement;
(4) 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 and the
other parties thereto;
(5) the Certificate of Incorporation and Bylaws of the
Company or similar governing documents of any of the Subsidiaries will
not have been amended in any manner that would affect any legal
conclusion set forth herein, and the Certificate of Designation in
respect of the Preferred Stock to which it applies will be in
conformity therewith and with applicable law;
The Meridian Resource Corporation
June 4, 2004
Page 3
(6) the consideration paid for any shares of Common Stock
or Preferred Stock will comply with Articles 2.15 and 2.16 of the Texas
Business Corporation Act or (in each case) any successor provision;
(7) at the time of any offering or sale of Securities, the
Company will have such number of shares of Common Stock or Preferred
Stock, if applicable, as set forth in such offering or sale, authorized
and available for issuance;
(8) all Securities issuable upon conversion, exchange or
exercise of any Security being offered will be duly authorized, created
and, if appropriate, reserved for issuance upon such conversion,
exchange or exercise;
(9) each supplemental indenture to either Indenture
pursuant to which any series of Debt Securities are issued will comply
with such Indenture as theretofore supplemented and related to such
series, and the form and terms of such Debt Securities will comply with
such Indenture as then supplemented and related to such series
(including by such supplemental indenture);
(10) none of the terms of any Security to be established
subsequent to the date hereof nor the issuance and delivery of such
Security, nor the compliance by the Company and the Subsidiaries with
the terms of such Security, will violate any applicable law or will
result in the violation of any provision of any instrument or agreement
then binding on the Company or any Subsidiary or any restriction
imposed by any court or governmental body having jurisdiction over the
Company or any Subsidiary;
(11) each person to whom or for whose benefit a Security is
to be issued (collectively, the "Holders") of a certificate for such
Security or the receipt by an applicable depositary, acting as agent,
on behalf of all Holders of the class or series of Securities of which
such Security is one, receives a certified receipt or other writing
then evidencing such Securities, and the issuance and sale of and
payment for the Securities so acquired, will be in accordance with the
applicable purchase, underwriting or similar agreement approved by the
Board of Directors of the Company (the "Board") and the governing body
of each applicable Subsidiary and the Registration Statement, as
amended and in effect (including the Prospectus and the applicable
Prospectus Supplement); and
(12) for all purposes of our opinions herein expressed at
all times material thereto there will be a single institution acting as
Trustee for the holders of Debt Securities outstanding under the Senior
Debt Securities Indenture, or the Subordinated Debt Securities
Indenture, as the case may be, and that the chief executive office and
the principal corporate trust office (from which the trusts established
by the Senior Debt Securities Indenture, or the Subordinated Debt
Securities Indenture, as the case may be, will be administered) of each
such institution will be located in the State of New York.
The Meridian Resource Corporation
June 4, 2004
Page 4
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
(i) With respect to authorized but unissued Common Stock,
assuming (a) the taking by the Board of all necessary corporate action
to authorize and approve the issuance of such Common Stock, the terms
of the offering thereof and related matters and (b) the due issuance
and delivery of such Common Stock, upon payment (or delivery) of the
consideration therefor in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board, such
Common Stock will be legally issued, fully paid and nonassessable.
(ii) With respect to authorized but unissued Preferred Stock,
assuming (a) the taking by the Board of all necessary corporate action
to authorize and approve the issuance of a series of the Preferred
Stock, the terms of the offering thereof and related matters, (b) the
due filing with the Office of the Secretary of State of Texas of the
corresponding Certificate of Designation for the particular series of
Preferred Stock to be issued and (c) the due issuance and delivery of
such series of the Preferred Stock, upon payment therefor in accordance
with the applicable definitive purchase, underwriting or similar
agreement approved by the Board, such shares of the Preferred Stock
will be legally issued, fully paid and nonassessable.
(iii) With respect to any series of Debt Securities to be
issued under the Senior Debt Securities Indenture, assuming (a) the
Senior Debt Securities Indenture, all then existing and applicable
supplements thereto and the supplemental indenture pursuant to which
such Debt Securities are issued, if any, executed and delivered at the
time of and in connection with the issuance of such Debt Securities,
have been duly authorized and validly executed and delivered by the
Company and validly executed, delivered and authenticated by the
Trustee, (b) the Senior Debt Securities Indenture, as then and
theretofore supplemented, has been duly qualified under the Trust
Indenture Act of 1939, as amended, (c) the Company has taken all
necessary corporate action to approve the Senior Debt Securities
Indenture, and the issuance and terms of such series of Debt
Securities, the terms of the offering thereof and related matters, and
(d) the Debt Securities of such series have been duly executed,
authenticated, issued and delivered in accordance with the terms of the
Senior Debt Securities Indenture (as then supplemented and applicable)
and the applicable definitive purchase, underwriting or similar
agreement approved by the Board, upon payment (or delivery) of the
consideration therefor provided for therein, such series of Debt
Securities will be legally issued and constitute valid and legally
binding obligations of the Company.
(iv) With respect to any series of Debt Securities to be
issued under the Subordinated Debt Securities Indenture, assuming (a)
the Subordinated Debt Securities Indenture, all then existing and
applicable supplements thereto and the supplemental
The Meridian Resource Corporation
June 4, 2004
Page 5
indenture pursuant to which such Debt Securities are issued, if any,
executed and delivered at the time of and in connection with the
issuance of such Debt Securities, have been duly authorized and validly
executed and delivered by the Company and validly executed, delivered
and authenticated by the Trustee, (b) the Subordinated Debt Securities
Indenture, as then and theretofore supplemented, has been duly
qualified under the Trust Indenture Act of 1939, as amended, (c) the
Company has taken all necessary corporate action to approve the
Subordinated Debt Securities Indenture, and the issuance and terms of
such series of Debt Securities, the terms of the offering thereof and
related matters, and (d) the Debt Securities of such series have been
duly executed, authenticated, issued and delivered in accordance with
the terms of the Subordinated Debt Securities Indenture (as then
supplemented and applicable) and the applicable definitive purchase,
underwriting or similar agreement approved by the Board, upon payment
(or delivery) of the consideration therefor provided for therein, such
series of Debt Securities will be legally issued and constitute valid
and legally binding obligations of the Company.
(v) With respect to the Guarantees, assuming (a) the taking of
all necessary corporate or other action by the governing body of each
Subsidiary a party thereto to authorize and approve the issuance and
terms of the Guarantees, the terms of the offering thereof and related
matters (b) the due execution, issuance and delivery of the Guarantees
for fair consideration or reasonably equivalent value therefor as
provided for in the applicable definitive purchase, underwriting or
similar agreement approved by the governing body of each Subsidiary and
otherwise in accordance with the applicable Indenture, such Guarantees
will be legally issued and constitute valid and legally binding
obligations of the applicable Subsidiary.
The foregoing opinions are subject to the following:
(a) The enforceability of any document, instrument or Security may be
limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium,
liquidation, rearrangement, fraudulent transfer, fraudulent conveyance and other
similar laws (including court decisions) now or hereafter in effect and
affecting the rights and remedies of creditors generally or providing for the
relief of debtors, (ii) the refusal of a particular court to grant equitable
remedies, including without limitation specific performance and injunctive
relief, (iii) general principles of equity (regardless of whether such remedies
are sought in a proceeding in equity or at law) and (iv) with respect to any
Debt Securities denominated in a currency other than United States dollars, the
requirement that a claim (or a foreign currency judgment in respect of such a
claim) with respect to such Securities be converted to United States dollars at
a rate of exchange prevailing on a date determined pursuant to applicable law or
governmental authority.
(b) In rendering the foregoing opinions, we express no opinion as to
the legality, validity, enforceability or binding effect of provisions of each
of the referenced agreements relating to indemnities and rights of contribution
to the extent prohibited by public policy or that
The Meridian Resource Corporation
June 4, 2004
Page 6
might require indemnification for losses or expenses caused by negligence, gross
negligence, willful misconduct, fraud or illegality of an indemnified party.
(c) We express no opinion as to any provision that (i) relates to
severability or separability or (ii) purports to require all amendments,
supplements or waivers to be in writing.
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 execution and
delivery of each Indenture, each supplemental indenture and each Certificate of
Designation in respect of Preferred Stock, and at the time of the issuance and
delivery of each Security, (a) the Company will be validly existing in good
standing under the law of the State of Texas, it will have full power and
authority to execute, deliver and perform its obligations under such Indenture,
supplemental indenture, Certificate of Designation for the particular series of
Preferred Stock to be issued, or 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 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 will comply with all applicable laws, (ii) a
Prospectus Supplement will have been prepared and filed with the Commission
describing the Securities offered thereby, (iii) all 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, as
amended and in effect, and the corresponding 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 and the other parties thereto.
The opinions expressed herein are limited exclusively to the federal
laws of the United States of America, the laws of the State of New York, the
laws of the State of Texas, the General Corporation Law of the State of Delaware
and the Limited Liability Company Act of the State of Delaware and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect thereto under the
caption "Legal Matters" in the Prospectus included as part of the Registration
Statement.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
The Meridian Resource Corporation
June 4, 2004
Page 7
SCHEDULE I
The Meridian Resource Corporation, a Delaware corporation
Cairn Energy USA, Inc., a Delaware corporation
The Meridian Resource & Exploration LLC, a Delaware limited liability company
Louisiana Onshore Properties LLC, a Delaware limited liability company