EXHIBIT 5.1
Jenkens & Gilchrist AUSTIN, TEXAS
A PROFESSIONAL CORPORATION (512) 499-3800
CHICAGO, ILLINOIS
(312) 425-3900
1100 LOUISIANA
SUITE 1800 DALLAS, TEXAS
HOUSTON, TEXAS 77002 (214) 855-4500
LOS ANGELES,
CALIFORNIA
(713) 951-3300 (310) 820-8800
Donald W. Brodsky FACSIMILE (713) 951-3314
(713) 951-3341 NEW YORK, NEW YORK
dbrodsky@jenkens.com www.jenkens.com (212) 704-6000
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
(202) 326-1500
April 16, 2002
Swift Energy Company
Suite 400
16825 Northchase Drive
Houston, Texas 77060
Ladies and Gentlemen:
We have acted as securities counsel to Swift Energy Company, a Texas
corporation ("Swift") in connection with the registration statement filed by
Swift on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), the prospectus contained therein and the final
prospectus supplement (collectively, the "Prospectus") relating to the proposed
offer and sale of $200 million in principal amount of Swift's 9?% Senior
Subordinated Notes Due 2012 (the "Notes"). The Notes are to be issued pursuant
to the Indenture and First Supplemental Indenture between Swift and Bank One, NA
(the "Trustee"), both to be dated as of April 16, 2002 (collectively, the
"Indenture").
In connection with the foregoing, we have examined, among other things,
the Registration Statement, the Prospectus, the Indenture, the form of Notes and
originals or copies of all corporate records and of all agreements, certificates
and other documents that we have deemed relevant and necessary as a basis for
the opinions hereinafter expressed.
In addition, we have made other investigations of applicable law that we
have deemed necessary to enable us to provide you with the opinions hereafter
expressed. In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all individual signatories, the accuracy of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as copies. In addition, we have assumed, and
without independent investigation have relied upon, the factual accuracy of the
representations, warranties and other information contained in the items we
examined. As to any facts material to the opinions hereafter expressed that were
not independently established or
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Swift Energy Company
April 15, 2002
Page 2
verified, we have relied upon the statements or certificates of officers of
Swift, public officials and others.
We have assumed that the Trustee has the requisite power and authority to
enter into and perform its obligations under the Indenture, that the Indenture
has been duly authorized, executed and delivered by the Trustee, and that the
Indenture constitutes a legal, valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms.
Based upon the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that when the Notes have
been duly executed by Swift and duly authenticated by the Trustee and the Notes
have been issued in accordance with the terms of the Indenture, then the Notes
will constitute valid and binding obligations of Swift.
Our opinion above is subject to applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally; general principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity); and the exercise of the discretionary power of any court or
other authority before which may be brought any proceeding seeking equitable or
other remedies.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the captions
"Legal Opinions" in the prospectus contained in the Registration Statement and
"Legal Matters" in the final prospectus supplement forming a 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.
We express no opinion as to the laws of any jurisdiction other than the
State of Texas, the State of New York (under which the Indenture is governed)
and the federal laws of the United States of America.
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
Swift Energy Company
April 15, 2002
Page 3
The opinion expressed herein is given as of the date hereof and we
undertake no obligations to supplement this letter if any applicable law changes
after such date or if we become aware of any facts that might change the opinion
expressed herein after such date or for any other reason.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ DONALD W. BRODSKY
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Donald W. Brodsky
Authorized Signatory