EXHIBIT 5.1
ANDREWS & KURTH L.L.P.
ATTORNEYS
1717 MAIN STREET, SUITE 3700
DALLAS, TX 75201
AUSTIN TELEPHONE: 214.659.4400
HOUSTON FACSIMILE: 214.659.4401
LONDON
LOS ANGELES
New YORK
THE WOODLANDS
WASHINGTON, D.C.
June 18, 2003
Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
Ladies and Gentlemen:
We have acted as counsel to Remington Oil and Gas Corporation,
a Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement"), filed 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 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"), by the
Company of (i) common stock, par value $0.01 ("Common Stock"), (ii) preferred
stock ("Preferred Stock"), (iii) debt securities ("Debt Securities"), and (iv)
warrants to purchase shares of Common Stock, Preferred Stock or Debt Securities
("Warrants"), having an aggregate initial public offering price not to exceed
U.S. $200,000,000, on terms to be determined at the time of the offering. The
Common Stock, Preferred Stock, Debt Securities and Warrants are collectively
referred to herein as the "Securities."
The Debt Securities will be issued pursuant to (i) a senior
indenture (the "Senior Indenture") or (ii) a subordinated indenture (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"), between the Company and a trustee (the "Trustee"). The Warrants
will be issued pursuant to a warrant agreement (the "Warrant Agreement") between
the Company and a warrant agent (the "Warrant Agent").
In arriving at the opinions expressed below, we have examined
(i) the Restated Certificate of Incorporation and By-Laws of the Company, as
amended to date, (ii) the Registration Statement, (iii) the Prospectus, (iv) the
Indentures and (v) the originals or copies certified or otherwise identified to
our satisfaction of such other instruments and other certificates of public
officials, officers and representatives of the Company and such other persons,
and we have made such investigations of law, as we have deemed appropriate as a
basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and
have not verified (i) the genuineness of the signatures on all documents that we
have examined, (ii) the legal capacity of all natural persons, (iii) the
authenticity of all the documents supplied to us as
Remington Oil and Gas Corporation
June 18, 2003
Page 2
originals, and (iv) the conformity to the authentic originals of all documents
supplied to us as certified or photostatic or faxed copies. In conducting our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and the due execution and delivery
by such parties of such documents and that, to the extent such documents purport
to constitute agreements, such documents constitute valid and binding
obligations of such parties.
In rendering the opinions expressed below with respect to the
Securities, we have assumed that (i) the Restated Certificate of Incorporation
and By-Laws of the Company will not have been amended in any manner that would
affect any legal conclusion set forth herein, and any certificate of designation
in respect of Preferred Stock ("Certificate of Designation") will be in
conformity therewith and with applicable law; (ii) the consideration paid for
any shares of Common Stock or Preferred Stock will comply with Section 153(a) or
(b) of the Delaware General Corporation Law (the "DGCL"), the third sentence of
Section 152 of the DGCL, and Section 3 of Article IX of the Delaware
Constitution, or (in each case) any successor provision; (iii) any supplemental
indenture to either of the Indentures (a "Supplemental Indenture") and any Board
Resolution (as defined in the Indentures) and/or any Officers' Certificate (as
defined in the Indentures) pursuant to either of the Indentures, pursuant to
which, in any such case, any Debt Securities are established and issued will
comply with the applicable Indenture as theretofore supplemented, and the form
and terms of such Debt Securities will comply with such Indenture as then
supplemented (including by any such Supplemental Indenture) and any such Board
Resolution and/or Officers' Certificate; and (iv) the form and terms of such
Debt Securities, when established, the form and terms of any Warrants, and the
form and terms of any and all Securities or other securities (or other
obligations, rights, currencies, commodities or other subject matter) comprising
the same or subject thereto (in the case of the Warrants), the issuance, sale
and delivery thereof by the Company, and the incurrence and performance of its
obligations thereunder or in respect thereof (including, without limitation, its
obligations under any related Warrant Agreement or Indenture) in accordance with
the terms thereof, will comply with, and will not violate, the Company's
Restated Certificate of Incorporation or By-Laws, or any applicable law, rule,
regulation, order, judgment, decree, award, or agreement binding upon the
Company, or to which the issuance, sale and delivery of such Securities, or the
incurrence and performance of such obligations, may be subject, or violate any
applicable public policy, or be subject to any defense in law or equity, and
(without limiting the generality of the foregoing) Section 5-501.6.b of the New
York General Obligations Law will apply in the case of all such Debt Securities.
In addition, we have assumed the receipt by 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 the Depository Trust Company,
acting as agent, on behalf of all Holders of the class or series of Securities
of which such Security is one, of a global security then evidencing such
Securities, and the issuance and sale of and payment for the Securities so
acquired, in accordance with the applicable purchase, underwriting or similar
agreement approved by the Board of Directors of the Company (the "Board") and
the Registration Statement (including the Prospectus and the applicable
Prospectus Supplement).
Remington Oil and Gas Corporation
June 18, 2003
Page 3
Based on the foregoing, and subject to the limitations and
other qualifications set forth below:
1. With respect to the Common Stock, we are of the opinion
that, when (a) the Company has taken all necessary action to authorize and
approve the issuance of such shares of Common Stock, the terms of the offering
thereof and related matters and (b) such shares of Common Stock have been issued
and delivered in accordance with the terms of the applicable definitive
purchase, underwriting or similar agreement approved by the Board, upon payment
(or delivery) of the consideration therefor as provided therein, such shares of
Common Stock (including any Common Stock duly issued (x) upon the exchange or
conversion of any shares of Preferred Stock that are exchangeable or convertible
into Common Stock, (y) upon the exercise of any Warrants exercisable for Common
Stock, and (z) upon the conversion or exchange of any Debt Securities that are
convertible or exchangeable into Common Stock) will be validly issued, fully
paid and nonassessable.
2. With respect to the Preferred Stock, we are of the opinion
that, when (a) the Company has taken all necessary action to authorize and
approve the issuance and terms of such shares of Preferred Stock, (b) the
applicable Certificate of Designation for the particular series of such shares
of Preferred Stock to be issued is duly filed with the Office of the Secretary
of State of Delaware and (c) such shares of Preferred Stock have been duly
issued and delivered in accordance with the terms of the applicable definitive
purchase, underwriting or similar agreement approved by the Board, upon payment
(or delivery) of the consideration therefor as provided therein, such series of
Preferred Stock (including any Preferred Stock duly issued (y) upon the exercise
of any Warrants exercisable for Preferred Stock, and (z) upon the conversion or
exchange of any Debt Securities that are convertible or exchangeable into
Preferred Stock) will be validly issued, fully paid and nonassessable.
3. With respect to any Debt Securities to be issued under the
Senior Indenture, we are of the opinion that, when (a) the applicable
supplement, if any, to the Senior Indenture or Board Resolution and Officers'
Certificate, as the case may be, with respect to such Debt Securities has been
duly authorized and validly executed and delivered by the Company and the
Trustee, (b) the Senior 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 action to approve the issuance and terms of such
Debt Securities, the terms of the offering thereof and related matters and (d)
such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the terms of the Senior Indenture, as then and
theretofore supplemented, and the applicable definitive purchase, underwriting
or similar agreement approved by the Board, upon payment (or delivery) of the
consideration therefor as provided therein, such series of Debt Securities will
constitute valid and legally binding obligations of the Company.
4. With respect to any series of Debt Securities to be issued
under the Subordinated Indenture, we are of the opinion that, when (a) the
applicable supplement, if any, to the Subordinated Indenture or Board Resolution
and Officers' Certificate, as the case may be, with respect to such Debt
Securities has been duly authorized and validly executed and delivered by the
Company and the Trustee, (b) the Subordinated Indenture, as then and theretofore
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June 18, 2003
Page 4
supplemented, has been duly qualified under the Trust Indenture Act of 1939, as
amended, (c) the Company has taken all necessary action to approve the issuance
and terms of such Debt Securities, the terms of the offering thereof and related
matters and (d) such Debt Securities have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Subordinated Indenture,
as then and theretofore supplemented, and the applicable definitive purchase,
underwriting or similar agreement approved by the Board, upon payment (or
delivery) of the consideration therefor as provided therein, such Debt
Securities will constitute valid and legally binding obligations of the Company.
5. With respect to the Warrants to be issued under a Warrant
Agreement, we are of the opinion that, when (a) the Company has taken all
necessary action to approve the issuance and terms of such Warrants, the terms
of the offering thereof and related matters, (b) the Warrant Agreement has been
duly authorized and validly executed and delivered by the Company and the
Warrant Agent and (c) such Warrants have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Warrant Agreement and
applicable definitive purchase, underwriting or similar agreement approved by
the Board, upon payment (or delivery) of the consideration therefor as provided
therein, such Warrants will constitute valid and legally binding obligations of
the Company.
Our opinions in paragraphs 3, 4 and 5 above are subject to
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfer or conveyance), reorganization, moratorium and
other similar laws affecting creditors' rights generally and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law), including, without limitation, (a) the possible
unavailability of specific performance, injunctive relief or any other equitable
remedy and (b) concepts of materiality, reasonableness, good faith and fair
dealing. The opinions expressed above are also subject to possible judicial
action giving effect to governmental actions or foreign laws affecting
creditors' rights.
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 adoption,
execution and delivery, as applicable, of each Indenture and each Supplemental
Indenture to which it is a party, and each Board Resolution and/or Officers'
Certificate (as applicable), each Certificate of Designation in respect of
Preferred Stock, each Warrant Agreement to be used in connection with an
issuance of Warrants, and at the time of the issuance and delivery of each
Security, (a) the Company will be validly existing and in good standing under
the law of the State of Delaware, it will have full power and authority to
execute, deliver and perform its obligations under such Indenture, Supplemental
Indenture, Board Resolution, and/or Officers' Certificate, Certificate of
Designation, Warrant Agreement 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
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June 18, 2003
Page 5
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 such effectiveness
shall not have been terminated, suspended or rescinded, (ii) a Prospectus
Supplement will have been prepared and filed with the Commission describing the
Securities offered thereby, (iii) all such 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 and the applicable
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 (if applicable) by the Company and the other
parties thereto.
With respect to our opinions expressed above as they relate to
Debt Securities that may be denominated in a currency other than U.S. dollars,
we note that (i) a New York statute provides that a judgment rendered by a court
of the State of New York in respect of an obligation denominated in any such
other currency would be rendered in such other currency and would be converted
into Dollars at the rate of exchange prevailing on the date of entry of the
judgment, and (ii) a judgment rendered by a Federal court sitting in the State
of New York in respect of an obligation denominated in any such other currency
may be expressed in Dollars, but we express no opinion as to the rate of
exchange such Federal court would apply. Further to the foregoing, we express no
opinion as to Clause (B) of the proviso to the definition of "Outstanding" in
Section 101 of either of the Indentures.
Further, we express no opinion as to any provision which: (1)
relates to severability or separability, or to choice of law to the extent, if
any, it purports to require disregard of mandatory choice of law rules; (2)
relates to indemnities or exculpation from liability to the extent prohibited by
federal or state laws and the public policies underlying those laws or which
might require indemnification for, or exculpation from liability on account of,
gross negligence, willful misconduct, fraud or unlawful conduct of an
indemnified or exculpated party; (3) contains any agreement to agree with
respect to compensation of the Trustee; or (4) purports to require that all
amendments, waivers and terminations be in writing or the disregard of any
course of dealing between the parties. We have also assumed in connection with
our opinions in paragraphs 3 and 4 that at all times material thereto there will
be a single trustee appointed and acting for the holders of all series of Debt
Securities from time to time issued and outstanding under the applicable
Indenture.
Further, we express no opinion as to the parenthetical
expression contained in Section 607(1) of either of the Indentures.
We express no opinion other than as to the federal laws of the
United States of America, the laws of the State of New York and the laws of the
State of Delaware. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
heading "Legal Matters" in the Prospectus. In giving this consent we do not
admit that we are "experts" under the Act, or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit. This opinion is rendered solely for your
benefit in connection with the above matter and may not be relied upon in any
manner by any other person or entity without our express prior written consent.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.