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EXHIBIT 5.1
February 22, 1996
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Ladies and Gentlemen:
I am General Counsel to Apache Corporation, a Delaware corporation
(the "Company"), and am rendering this opinion in my capacity as such in
connection with the offer and sale by the Company of $100,000,000
aggregate principal amount of 7.70% Notes due 2026 (the "Notes") described in
the Company's Prospectus Supplement dated February 22, 1996 (the "Prospectus
Supplement"). The Notes are to be issued in one or more series pursuant to an
Indenture between the Company and Chemical Bank, Trustee. The Notes are to be
offered upon the terms and subject to the conditions set forth in an
Underwriting Agreement dated February 22, 1996 by and between the Company and
First Chicago Capital Markets, Inc., Lehman Brothers Inc., and J.P. Morgan
Securities Inc. (the "Underwriting Agreement").
In connection therewith, I have examined the Registration Statement on
Form S-3 (Registration No. 33-63923, the "Registration Statement") covering the
Notes which was filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on December 13, 1995, and the Prospectus Supplement.
I have also examined originals or copies certified or otherwise identified to my
satisfaction of the Restated Certificate of Incorporation and the Bylaws of the
Company, each as amended to date, the corporate proceedings with respect to the
offering of Notes and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the Notes
have been duly authorized and when duly executed by the proper officers of the
Company, authenticated and delivered by the Trustee in accordance with the
Indenture, and issued and sold pursuant to the terms of the Underwriting
Agreement against
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payment of the consideration therefor, will constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting enforcement of creditors'
rights generally or by general equity principles, and except further as
enforcement thereof may be limited by (1) requirements that a claim with respect
to any Notes denominated other than in U.S. dollars (or a foreign currency or
composite currency judgment in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (2) governmental authority to limit, delay or prohibit the
making of payments outside the United States.
I consent to the filing of this opinion as an exhibit to the Form 8-K
of the Company dated February 22, 1996, to be filed with the Commission and to
incorporation by reference of this opinion in the Registration Statement.
Very truly yours,
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Z. S. Kobiashvili,
Vice President and General Counsel