EXHIBIT 5.1
(ANDREWS AND KURTH LLP LETTERHEAD)
October 10, 2003
Remington Oil and Gas Corporation
8201 Preston Road, Suite 600
Dallas, TX 75225-6211
RE: Registration Statement on Form S-3
File No. 333-106528
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 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.
Remington Oil and Gas Corporation
October 10, 2003
Page 2
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 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. 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
Remington Oil and Gas Corporation
October 10, 2003
Page 3
agreement approved by the Board of Directors of the Company (the "Board") and
the Registration Statement (including the Prospectus and the applicable
Prospectus Supplement).
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.
Remington Oil and Gas Corporation
October 10, 2003
Page 4
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
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, the possible unavailability of specific
performance, injunctive relief or any other equitable remedy. 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
Remington Oil and Gas Corporation
October 10, 2003
Page 5
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 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.
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.
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.
Very truly yours,
/s/ ANDREWS KURTH LLP