EXHIBIT 5.1
(CONNER & WINTERS LETTERHEAD)
ATTORNEYS & COUNSELORS AT LAW
Conner & Winters, P.C.
3700 First Place Tower
15 East Fifth Street
Tulsa, Oklahoma 74103-4344
918-586-5711
Fax 918-586-8982
www.cwlaw.com
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Writer's Direct Number
918-586-5691
Writer's Fax Number
918-586-8548
Writer's E-mail Address
lmoore@cwlaw.com
December 9, 2003
Unit Corporation
7130 South Lewis, Suite 1000
Tulsa, Oklahoma 74136
Re: Unit Corporation
Registration Statement on Form S-3
File No. 333-104165 (the "Registration Statement")
Gentlemen:
We have acted as special counsel for Unit Corporation, a Delaware
corporation (the "Company"), in connection with the filing of the Registration
Statement with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), and with respect to the issuance
and sale by the Company of up to 2,300,000 shares of the Company's common stock,
par value $0.20 per share (the "Common Stock) being offered pursuant to the
prospectus supplement dated December 9, 2003 (the "Prospectus Supplement"). As
described in the Prospectus Supplement, the Company is selling the Common Stock
pursuant to an Underwriting Agreement dated December 9, 2003 (the "Underwriting
Agreement") between the Company and Banc of America Securities LLC as
representative of the underwriters (the "Underwriters").
We have examined the Registration Statement and the Prospectus
Supplement. In addition, we have (a) examined such certificates of public
officials and of corporate officers and directors and such other documents and
matters as we have deemed necessary or appropriate, (b) relied upon the accuracy
of facts and information set forth in all such documents, and (c) assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, and the authenticity of the originals from which all such copies
were made. We have assumed without verification that, with respect to the
minutes of any meetings of the Board of Directors or
Unit Corporation
December 9, 2003
Page 2
any committees thereof of the Company that we have examined, due notice of the
meetings was given or duly waived, the minutes accurately and completely reflect
all actions taken at the meetings and a quorum was present and acting throughout
the meetings. We have assumed without verification the accuracy and completeness
of all corporate records made available to us by the Company.
We have also assumed that prior to the issuance of the Common Stock,
the effectiveness of the Registration Statement shall not have been terminated
or rescinded.
We have further assumed that the Common Stock will be offered and sold
pursuant to and in accordance with the terms and conditions set forth in the
Underwriting Agreement covering the sale by the Company and the purchase by the
Underwriters of the Common Stock as authorized by the Board of Directors of the
Company, and providing, among other things, for payment to the Company of such
consideration for such purchase and sale as shall constitute sufficient and
valid consideration pursuant to the Amended and Restated Certificate of
Incorporation, and the By-Laws of the Company and the laws of the State of
Delaware.
Based on the foregoing, upon the assumption that there will be no
material changes in the documents we have examined referred to above, we are of
the opinion that the shares of Common Stock included in the Prospectus
Supplement have been duly authorized and, when issued, delivered and paid for in
accordance with the terms of the Underwriting Agreement, will be legally issued,
fully paid and non-assessable.
Our opinion expressed above is limited to the laws of the State of New
York, the corporate laws of the State of Delaware (including applicable
provisions of the Delaware Constitution and reported judicial decisions), and
the federal laws of the United States of America, and we do not express any
opinion herein concerning the laws of any other jurisdiction. We are not members
of the Bar of the State of Delaware and have not obtained any opinions of local
counsel. Insofar as the opinions expressed herein relate to matters of Delaware
law, we have relied exclusively on the latest standard compilations of such
statutes, constitutional provisions and judicial decisions as reproduced in
commonly accepted unofficial publications available to us.
This letter does not address any matters other than those expressly
addressed herein. This letter is given for your sole benefit and use. No one
else is entitled to rely hereupon. This letter speaks only as of the date
hereof. We undertake no responsibility to update or supplement it after such
date.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
constituting a part of the Registration Statement under the caption "Legal
Matters." In giving this 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.
Unit Corporation
December 9, 2003
Page 3
Yours very truly,
CONNER & WINTERS, P.C.