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EXHIBIT 5.1
[VINSON & ELKINS LETTERHEAD]
May 11, 1999
Range Resources Corporation
500 Throckmorton Street
Fort Worth, Texas 76102
Range Resources Corporation
Registration Statement on Form S-4
Debt Securities
Common Stock, par value $.01 per share
Preferred Stock, par value $1.00 per share
Depositary Shares
Warrants
and
Guarantees of Debt Securities
Ladies and Gentlemen:
We have acted as counsel for Range Resources Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Securities Act"), on a Registration Statement on
Form S-4 (the "Registration Statement") of the offer and sale from time to time
pursuant to Rule 415 under the Securities Act of the following securities for an
aggregate initial offering price not to exceed $125,000,000: (i) debt securities
of the Company ("Debt Securities"); (ii) shares of common stock, par value $.01
per share, of the Company ("Common Stock"); (iii) shares of preferred stock, par
value $1.00 per share, of the Company ("Preferred Stock"); (iv) depositary
shares representing fractional interests in Preferred Stock ("Depositary
Shares");(v) warrants to purchase Debt Securities, Preferred Stock or Common
Stock (the "Warrants"); and (vi) guarantees of Debt Securities (the "Guarantees"
and, together with the Debt Securities, Preferred Stock, Depositary Shares,
Common Stock and Warrants, the "Securities").
For purposes of rendering the opinions contained in this letter, we
have reviewed those agreements, records and documents as we have deemed relevant
in order to render the opinions set forth herein, including but not limited to
(a) the Certificate of Incorporation and the Bylaws of the Company, (b) the
Certificate of Incorporation and the Bylaws of the subsidiaries of the Company
that are listed on the signature pages of the Registration Statement (the
"Subsidiary Guarantors"), and (c) the Indenture in the form of Exhibit 4.3 to
the Registration Statement to be executed by the Company and the trustee (the
"Indenture"), pursuant to which Debt Securities may be issued.
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As to certain questions of fact material to our opinions that we have
not independently established, we have relied upon certificates from officers of
the Company and the Subsidiary Guarantors and upon certificates of public
officials.
In rendering the following opinions, we have assumed (a) all
information contained in all documents reviewed by us is true and correct, (b)
the genuineness of all signatures on all documents reviewed by us, (c) the
authenticity and completeness of all documents submitted to us as originals, (d)
the conformity to authentic originals of all documents submitted to us as
certified or photostatic copies, (e) each natural person signing any document
reviewed by us had the legal capacity to do so, and (f) each person signing in a
representative capacity any document reviewed by us had authority to sign in
such capacity.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications stated below, we are of the opinion that:
1. With respect to Debt Securities to be issued under the Indenture,
when (a) the Indenture has been duly authorized and validly executed and
delivered by the Company to the trustee, and has been duly executed by the
trustee, (b) the Indenture has been duly qualified under the Trust Indenture Act
of 1939, (c) the Company's Board of Directors or, to the extent permitted by
Section 141(c) of the General Corporation Law of the State of Delaware, a duly
constituted and acting committee thereof (such Board of Directors or committee
being hereinafter referred to as the "Board") has taken all necessary corporate
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
provisions of the Indenture and the applicable definitive purchase, underwriting
or similar agreement approved by the Board upon payment of the consideration
therefor provided for therein, such Debt Securities will be legally issued and
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
2. With respect to shares of Common Stock, when both (a) the Board has
taken all necessary corporate action to approve the issuance of and the terms of
the offering of the shares of Common Stock and related matters and (b)
certificates representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered either (i) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved by
the Company's Board upon payment of the consideration therefor (not less than
the par value of the Common Stock) provided for therein or (ii) upon conversion
or exercise of any other Security, in accordance with the terms of such Security
or the instrument governing such Security providing for such conversion or
exercise as approved by the Board, for the consideration approved by the Board
(not less than the par value of the Common Stock), then the shares of Common
Stock will be legally issued, fully paid and nonassessable.
3. With respect to shares of Preferred Stock, when both (a) the Board
has taken all necessary corporate action to approve the issuance and terms of
the shares of Preferred Stock, the terms of the offering thereof, and related
matters, including the adoption of a Certificate of Designation relating
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to such Preferred Stock (a "Certificate") and the filing of the Certificate with
the Secretary of State of the State of Delaware, and (b) certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (i) 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 (ii) upon conversion or
exercise of any other Security, in accordance with the terms of such Security or
the instrument governing such Security providing for such conversion or exercise
as approved by the Board, for the consideration approved by the Board (not less
than the par value of the Preferred Stock), then the shares of Preferred Stock
will be legally issued, fully paid and non assessable.
4. With respect to Depositary Shares, when (a) 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 relating to the Preferred Stock underlying such
Depositary Shares and the filing of the Certificate with the Secretary of State
of the State of Delaware, (b) 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, (c) the shares of Preferred Stock underlying such
Depositary Shares have been deposited with a bank or trust company (which meets
the requirements for the Depositary forth in the Registration Statement) under
the applicable Depositary Agreements, and (d) the Depositary Receipts
representing the Depositary Shares have been duly executed, countersigned,
registered and delivered in accordance with the appropriate Depositary Agreement
and the applicable definitive purchase, underwriting or similar agreements
approved by the Board upon payment of the consideration therefore provided for
therein, the Depositary Shares will be legally issued.
5. With respect to the Warrants, when (a) 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 (b) 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 (c) 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 Company's Board upon payment of the consideration therefor provided for
therein, the Warrants will be legally issued.
6. With respect to Guarantees, when (a) the Indenture or an appropriate
supplemental indenture, if any, has been duly authorized and validly executed
and delivered by a Subsidiary Guarantor to the Trustee and any such supplemental
indenture has been duly executed by the trustee, (b) such Subsidiary Guarantor's
Board of Directors has taken all necessary corporate action to approve the
issuance and terms of such Guarantees, the terms of the offering thereof and
related matters, (c) the related Debt Securities have been properly issued as
contemplated in paragraph 1 of this opinion, and (d) the Subsidiary Guarantees
have been duly executed, issued and delivered in accordance with the provisions
of the Indenture (if applicable) and the applicable definitive purchase,
underwriting or similar agreement approved by such Subsidiary Guarantor's
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Board of Directors upon the payment of the consideration therefor provided for
therein, such Subsidiary Guarantees will be legally enforceable against the
Guarantor in accordance with their terms.
The opinions expressed above are subject in all respects to the
following assumption, exceptions and qualifications:
a. We have assumed that (a) the Registration Statement and any
amendments thereto (including post-effective amendments) will have become
effective and comply with all applicable laws; (b) the Registration Statement
will be effective and will comply with all applicable laws at the time the
Securities are offered or issued as contemplated by the Registration Statement
(if such offering or issuance requires the delivery of a prospectus under the
Securities Act or pursuant to any other law); (c) a Prospectus Supplement will
have been prepared and filed with the Securities and Exchange Commission
describing the Securities offered thereby and will comply with all applicable
laws; (d) 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 appropriate Prospectus Supplement; (e) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered or
issued will have been duly authorized and validly executed and delivered by the
Company and the other parties thereto; and (f) any Securities issuable upon
conversion, exchange or exercise of any Security being offered or issued will be
duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise.
b. In rendering the opinions in paragraph 1 and 6, we have assumed that
the trustee is or, at the time the Indenture is signed, will be qualified to act
as trustee under the Indenture and that the trustee has or will have duly
executed and delivered the Indenture.
c. The enforceability of the Indenture and the Subsidiary Guarantees
and provisions thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereinafter in
effect relating to or affecting enforcement of creditors' rights generally and
by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law). Such principles or equity
include, without limitation, concepts of materiality, reasonableness, good faith
and fair dealing, and also to the possible unavailability of specific
performance or injunctive relief.
d. We express no opinion with respect to (a) the enforceability of
provisions in the Indenture, Subsidiary Guarantees, or any other agreement or
instrument with respect to delay or omission of enforcement of rights or
remedies, or waivers of notices or defenses, or waivers of benefits of, or other
rights that cannot be effectively waived under, applicable laws; (b) 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 or (c) the enforceability of
Sections 2.18, 11.07 and 14.11 of the Indenture.
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e. We note that the Indenture by its terms purports to be governed by
the laws of the State of New York and that the terms of the Warrants and
Guarantees, when determined, may be governed by the laws of a jurisdiction other
than the State of Texas or other than the General Corporation Law of the State
of Delaware. While we express no opinion with respect to the laws of the State
of New York or such other jurisdictions in rendering these opinions, we have
assumed that the internal laws of the State of New York and such other
jurisdictions are the same as the internal laws of the State of Texas. We have
not conducted any analysis to determine whether that assumption is correct.
f. The opinions expressed in this letter are limited to the laws of the
State of Texas, the General Corporation Law of the State of Delaware, and the
federal laws of the United States of America.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement. We also consent to the reference to this firm under
the heading "Legal Opinions" in the Prospectus forming a part of the
Registration Statement. In giving this consent, we do not admit that this firm
is in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
This opinion is rendered on the date hereof and we disclaim any duty to
advise you regarding any changes in the matters addressed herein.
Very truly yours,
/s/ VINSON & ELKINS L.L.P.