EXHIBIT 5.1
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
[LOGO] 2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
FAX (214) 220-7716
www.velaw.com
May 16, 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 registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"), with respect to the
Company's (i) debt securities (the "Debt Securities"), in one or more series,
which may be fully and unconditionally guaranteed (the "Guarantee") by the
Subsidiary Guarantor and which may be senior or senior subordinated in priority
of payment, certain of which may be convertible or exchangeable into common
stock, par value $.01 per share, of the Company (including the attached
preferred stock purchase rights, "Common Stock"); (ii) shares of Common Stock;
(iii) shares of preferred stock, par value $.01 per share, of the Company
("Preferred Stock"), which may be convertible into shares of Common Stock or
exchangeable for Debt Securities (including the Guarantee, if applicable); (iv)
depositary shares representing fractional interests in Preferred Stock (the
"Depositary Shares"); (v) warrants to purchase Common Stock, Preferred Stock or
Debt Securities (including the Guarantee, if applicable) ("Warrants"); (vi)
contracts to purchase Common Stock or other securities at a future date or dates
(the "Stock Purchase Contracts"); and (vii) Stock Purchase Contracts issued as a
part of units consisting of a Stock Purchase Contract and Debt Securities
(including the Guarantee, if applicable), Preferred Stock, Warrants or debt
obligations of third parties, including United States treasury securities,
securing the holders' obligations to purchase the securities under the Stock
Purchase Contracts (the "Stock Purchase Units") (such Debt Securities (including
the Guarantee, if applicable), Common Stock, Preferred Stock, Depositary Shares,
Warrants, Stock Purchase Contracts and Stock Purchase Units are collectively
referred to herein as the "Securities" and each, a "Security"). The Securities
may be issued from time to time pursuant to Rule 415 under the Securities Act
for an aggregate initial offering price not to exceed $1,000,000,000.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (i) the Company's amended and restated certificate of
incorporation, its certificate of designations of Series A Junior Participating
Preferred Stock and its amended and restated bylaws, each as amended to the date
hereof (the "Charter Documents"); (ii) resolutions adopted by the board of
directors of the Company (the board of directors, or to the extent permitted by
Section 141 of the Delaware General Corporation Law, a duly constituted and
acting committee thereof, being referred to herein as the "Board") and the board
of directors of the Subsidiary Guarantor; (iii) the Indenture dated as of
January 13, 1998 (the "Existing Indenture"), between the Company and The Bank of
New York, as trustee; (iv) the form of indenture for senior debt securities (the
"Senior Indenture") to be entered into between the Company and that or another
trustee, in the form included as an exhibit to the Registration Statement; (v)
the form of indenture for subordinated debt securities (the "Subordinated
Indenture," and together with the Existing Indenture and the Senior Indenture,
the "Indentures," and each, an "Indenture") to be entered into between the
Company and that or another trustee, in the form included as an exhibit to the
Registration Statement; and (vi) such other certificates, statutes and other
instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed.
Pioneer Natural Resources Company
Pioneer Natural Resources USA, Inc.
May 16, 2002
Page 2
As to any facts material to our opinion, we have made no independent
investigation of such facts and have relied, to the extent that we deem such
reliance proper, upon certificates of public officials and officers or other
representatives of the Company.
In rendering the opinions set forth below, we have assumed that (i) all
information contained in all documents reviewed by us is true and correct; (ii)
all signatures on all documents examined by us are genuine; (iii) all documents
submitted to us as originals are authentic and all documents submitted to us as
copies conform to the originals of those documents; (iv) each natural person
signing any document reviewed by us had the legal capacity to do so; (v) each
person signing in a representative capacity (other than on behalf of the Company
and the Subsidiary Guarantor) any document reviewed by us had authority to sign
in such capacity; (vi) the Registration Statement, and any amendments thereto
(including post-effective amendments) will have become effective and comply with
all applicable laws; (vii) a prospectus supplement will have been prepared and
filed with the Commission describing the Securities offered thereby; (viii) 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; (ix) the Senior Indenture and the
Subordinated Indenture, together with any supplemental indenture relating to a
series of Debt Securities to be issued under any of the Indentures, will each be
duly authorized, executed and delivered by the parties thereto in substantially
the form reviewed by us; (x) 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;
(xi) any Securities issuable upon conversion, exchange or exercise of any
Security being offered will have been duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise;
and (xii) with respect to shares of Common Stock or Preferred Stock offered,
there will be sufficient shares of Common Stock or Preferred Stock authorized
under the Company's Charter Documents and not otherwise reserved for issuance.
Based upon the foregoing, we are of the opinion that:
1. With respect to Debt Securities to be issued under the Existing
Indenture, when (i) the Existing Indenture and the related Guarantee, if any,
have been duly qualified under the Trust Indenture Act of 1939, as amended (the
"TIA"); (ii) the Board and the board of directors of the Subsidiary Guarantor,
if applicable, have taken all necessary corporate action to approve the issuance
and terms of the Debt Securities and, if applicable, the Guarantee, the terms of
the offering thereof and related matters; (iii) the terms of the Debt Securities
and, if applicable, the Guarantee and of their issuance and sale have been
established 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 the
Subsidiary Guarantor, as applicable, and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company or the Subsidiary Guarantor, as applicable; and (iv) the Debt
Securities and, if applicable, the Guarantee have been duly executed,
authenticated, issued and delivered in accordance with the provisions of the
Existing Indenture and in accordance with the applicable definitive purchase,
underwriting or similar agreement approved by the Board and, if applicable, the
board of directors of the Subsidiary Guarantor upon payment of the consideration
therefor provided for therein, the Debt Securities and, if applicable, the
Guarantee, will be legally issued and will constitute valid and binding
obligations of the Company and the Subsidiary Guarantor, respectively,
enforceable against the Company and the Subsidiary Guarantor, respectively, in
accordance with their terms and will be entitled to the benefits of the Existing
Indenture and, if applicable, the related Guarantee.
2. With respect to Debt Securities to be issued under the Senior
Indenture, when (i) the Senior Indenture and the related Guarantee, if any, have
been duly qualified under the TIA; (ii) the Board and the board of directors of
the Subsidiary Guarantor, if applicable, have taken all necessary corporate
action to approve the issuance and terms of the Debt Securities and, if
applicable, the Guarantee, the terms of the offering thereof and related
matters; (iii) the terms of the Debt Securities and, if applicable, the
Guarantee and of their issuance and sale have been established 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 the Subsidiary Guarantor,
as applicable, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company or the
Subsidiary Guarantor, as applicable; and (iv) the Debt Securities and, if
applicable, the Guarantee have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Senior Indenture and in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board and, if applicable, the board of directors of
the Subsidiary Guarantor upon payment of the consideration therefor provided for
therein, the Debt Securities and, if applicable, the Guarantee, will be legally
Pioneer Natural Resources Company
Pioneer Natural Resources USA, Inc.
May 16, 2002
Page 3
issued and will constitute valid and binding obligations of the Company and the
Subsidiary Guarantor, respectively, enforceable against the Company and the
Subsidiary Guarantor, respectively, in accordance with their terms and will be
entitled to the benefits of the Senior Indenture and, if applicable, the related
Guarantee.
3. With respect to Debt Securities to be issued under the Subordinated
Indenture, when (i) the Subordinated Indenture and the related Guarantee, if
any, have been duly qualified under the TIA; (ii) the Board and the board of
directors of the Subsidiary Guarantor, if applicable, have taken all necessary
corporate action to approve the issuance and terms of the Debt Securities and,
if applicable, the Guarantee, the terms of the offering thereof and related
matters; (iii) the terms of the Debt Securities and, if applicable, the
Guarantee and of their issuance and sale have been established 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 the Subsidiary Guarantor,
as applicable, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company or the
Subsidiary Guarantor, as applicable; and (iv) the Debt Securities and, if
applicable, the Guarantee have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Subordinated Indenture and in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board and, if applicable, the board of directors of
the Subsidiary Guarantor upon payment of the consideration therefor provided for
therein, the Debt Securities and, if applicable, the Guarantee, will be legally
issued and will constitute valid and binding obligations of the Company and the
Subsidiary Guarantor, respectively, enforceable against the Company and the
Subsidiary Guarantor, respectively, in accordance with their terms and will be
entitled to the benefits of the Subordinated Indenture and, if applicable, the
related Guarantee.
4. With respect to shares of Common Stock, when (i) the Board has taken
all necessary corporate action to approve the issuance and terms of the offering
thereof and related matters; and (ii) certificates representing the shares of
Common Stock have been duly executed, countersigned, registered and delivered
either (a) in accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the consideration
therefor (not less than the par value of the Common Stock) provided for therein,
or (b) upon conversion, exchange or exercise of any other Security in accordance
with the terms of the Security or the instrument governing the Security
providing for the conversion, exchange or exercise as approved by the Board, for
the consideration approved by the Board (not less than the par value of the
Common Stock), the shares of Common Stock will be legally issued, fully paid and
non-assessable.
5. With respect to shares of any series of Preferred Stock, when (i)
the Board has taken all necessary corporate action to approve the issuance and
terms of the shares of the series, the terms of the offering thereof and related
matters, including the adoption of a resolution establishing and designating the
series and fixing and determining the preferences, limitations, and relative
rights thereof and the filing of a certificate of designations with respect to
the series with the Secretary of State of the State of Delaware as required
under Section 151 of the Delaware General Corporation Law (the "Certificate of
Designations"); and (ii) certificates representing the shares of the series of
Preferred Stock have been duly executed, countersigned, registered and delivered
either (a) in accordance with the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the consideration
therefor (not less than the par value of the Preferred Stock) provided for
therein, or (b) upon conversion, exchange or exercise of any other Security in
accordance with the terms of the Security or the instrument governing the
Security providing for the conversion, exchange or exercise as approved by the
Board, for the consideration approved by the Board (not less than the par value
of the Preferred Stock), the shares of the series of Preferred Stock will be
legally issued, fully paid and non-assessable.
6. With respect to Depositary Shares, when (i) the Board has taken all
necessary corporate action to approve the issuance and terms of the Depositary
Shares, the terms of the offering thereof and related matters, including the
adoption of a Certificate of Designations relating to the Preferred Stock
underlying the Depositary Shares and the filing of the Certificate of
Designations with the Secretary of State of the State of Delaware; (ii) the
depositary agreement or agreements relating to the Depositary Shares and the
related depositary receipts have been duly authorized and validly executed and
delivered by the Company and the depositary appointed by the Company; (iii) the
shares of Preferred Stock underlying the Depositary Shares have been deposited
with a bank or trust company (which meets the requirements for the depositary
set forth in the Registration Statement) under the applicable depositary
agreements; and (iv) the depositary receipts representing the Depositary Shares
have been duly executed, countersigned, registered and delivered in accordance
with the appropriate depositary agreement approved
Pioneer Natural Resources Company
Pioneer Natural Resources USA, Inc.
May 16, 2002
Page 4
by the Board upon payment of the consideration therefor provided for therein,
the Depositary Shares will be legally issued.
7. With respect to the Warrants, when (i) the Board has taken all
necessary corporate action to approve the creation of and the issuance and terms
of the Warrants, the terms of the offering thereof and related matters; (ii) the
warrant agreement or agreements relating to the Warrants have been duly
authorized and validly executed and delivered by the Company and the warrant
agent appointed by the Company; and (iii) the Warrants or certificates
representing the Warrants have been duly executed, countersigned, registered and
delivered in accordance with the appropriate warrant agreement or agreements and
the applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor provided for therein,
the Warrants will be legally issued.
8. With respect to Stock Purchase Contracts, when (i) the purchase
agreement for the Stock Purchase Contracts has been duly authorized and validly
executed by the parties thereto; (ii) the Board has taken all necessary
corporate action to approve and establish the terms of the Stock Purchase
Contracts and to authorize and approve the issuance thereof, the terms of the
offering and related matters; and (iii) the Stock Purchase Contracts have been
duly executed and delivered in accordance with the purchase agreement and the
applicable definitive purchase, underwriting or similar agreement approved by or
on behalf of the Board upon payment of the consideration therefor provided for
therein, the Stock Purchase Contracts will be legally issued.
9. With respect to Stock Purchase Units, when (i) the purchase
agreement for the Stock Purchase Units has been duly authorized and validly
executed by the parties thereto, (ii) the Board has taken all necessary
corporate action to approve and establish the terms of the Stock Purchase Units
and to authorize and approve the issuance thereof, the terms of the offering and
related matters; and (iii) the Stock Purchase Units have been duly executed and
delivered in accordance with the purchase agreement and the applicable
definitive purchase, underwriting or similar agreement approved by or on behalf
of the Board upon payment of the consideration therefor provided therein, the
Stock Purchase Units will be legally issued.
The foregoing opinions are qualified to the extent that the
enforceability of any document, instrument or Security may be limited by or
subject to (i) bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally, and general equitable or public policy principles,
and (ii) 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.
We express no opinions concerning (i) the validity or enforceability of
any provisions contained in the Existing Indenture, the Senior Indenture or the
Subordinated Indenture that purport to waive or not give effect to rights to
notices, defenses, subrogation or other rights or benefits that cannot be
effectively waived under applicable law or (ii) the enforceability of
indemnification provisions to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws.
The foregoing opinions are limited in all respects to the laws of the
States of Delaware, New York 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 of the Commission issued
thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.