EXHIBIT 5.1
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
[LOGO] DALLAS, TEXAS 75201-2975
TELEPHONE (214)220-7700
FAX (214)220-7716
www.velaw.com
April 25, 2002
Pioneer Natural Resources Company
Pioneer Natural Resources USA, Inc.
5205 North O'Connor Blvd., Suite 1400
Irving, Texas 75039
Ladies and Gentlemen:
We have acted as counsel for Pioneer Natural Resources Company, a Delaware
corporation (the "Company"), and Pioneer Natural Resources USA, Inc., a Delaware
corporation (the "Subsidiary Guarantor"), in connection with the preparation of
the abbreviated registration statement on Form S-3 (the "Registration
Statement") filed on the date hereof with the Securities and Exchange Commission
pursuant to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"),
with respect to the offer and sale (a) by the Company of unsecured debt
securities (the "Debt Securities") and (b) by the Subsidiary Guarantor of
guarantees of the obligations of the Company under the Debt Securities (the
"Guarantees"). The aggregate initial offering prices of the Debt Securities
offered by the Company pursuant to the Registration Statement to which this
opinion is an exhibit will not exceed $25,550,000. The term "Securities" refers
collectively to the Debt Securities to be offered by the Company and the
Guarantees offered by the Subsidiary Guarantor. The Securities will be offered
in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and to be set forth in a supplement to the
Prospectus ("Prospectus Supplement") contained in or incorporated by reference
into the Registration Statement.
Before rendering our opinions hereinafter set forth, we examined such
certificates, instruments and documents, and we reviewed such questions of law,
as we considered appropriate.
In connection with this opinion, we have assumed: (i) the Registration
Statement has become effective; (ii) a Prospectus Supplement will have been
prepared and filed with the Commission describing the Securities offered
thereby; (iii) 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 and the applicable Prospectus Supplement; (iv) the
indenture governing the Debt Securities has been duly authorized, executed and
delivered by the parties thereto in substantially the form reviewed by us; (v)
the indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended; and (vi) 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.
Based upon the foregoing, we are of the opinion that:
(i) When the terms of any Debt Securities and of their issuance and sale
have been duly established in conformity with the indenture so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirements or
restriction imposed by any court or governmental body having jurisdiction over
the Company, and the Debt Securities have been duly executed and authenticated
in accordance with such indenture and issued and sold as contemplated in the
Registration Statement, such Debt Securities will constitute valid and legally
binding obligations of the Company, subject to bankruptcy, insolvency
(including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium and similar laws relating to or affecting creditors'
rights generally and to general equitable principles, and any shares of Common
Stock issued upon conversion of any such Debt Securities in accordance with the
terms of the indenture will be duly authorized, validly issued, fully paid and
nonassessable.
(ii) When (a) the board of directors of the Subsidiary Guarantor (or a duly
authorized committee thereof) has taken all necessary action to approve the
issuance and terms of any Guarantee, (b) the terms of such Guarantee have been
duly established in conformity with the indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Subsidiary Guarantor and so as to comply with any
requirements or restriction imposed by any court or governmental body having
jurisdiction over the Subsidiary Guarantor, and (c) the Debt Securities relating
to such Guarantee have been issued and sold as contemplated in the Registration
Statement, such Guarantee will constitute a valid and legally binding obligation
of the Subsidiary Guarantor, subject to bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers), reorganization,
moratorium and similar laws relating to or affecting creditors' rights generally
and to general equitable principles.
This opinion is limited in all respects to the laws of the States of
Delaware and Texas and the federal laws of the United States of America, and we
do not express any opinions as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.
We express no opinion as to any matter other than as expressly set forth
above, and no opinion, other than the opinion given herein, may be inferred or
implied herefrom. This opinion is given as of the date hereof, and we undertake
no, and hereby disclaim any, obligation to advise the Company or anyone else of
any change in any matter set forth herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.