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EXHIBIT 5.1
[VINSON & ELKINS L.L.P LETTERHEAD]
June 28, 1999
Mewbourne Development Corporation
3901 S. Broadway
Tyler, Texas 75701
Re: Mewbourne Energy 99-00 Drilling Programs
Gentlemen:
We have acted as counsel to Mewbourne Development Corporation, a
Delaware corporation ("MD"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of a maximum of 4,000 limited
partner interests and a maximum of 16,000 general partner interests
(collectively, the "Interests") in a series of two limited partnerships (the
"Partnership") formed or to be formed by MD pursuant to the Delaware Revised
Uniform Limited Partnership Act (the "Delaware Act") and of which MD serves, or
will serve, as the Managing Partner. The Partnerships are named Mewbourne
Energy Partners 99-A, L.P. and Mewbourne Energy Partners 00-A, L.P.,
respectively. A registration statement on Form S-1 (Registration No. 333-76911)
has been filed under the Act and the Rules and Regulations of the Securities
and Exchange Commission (the "Commission") promulgated thereunder with respect
to the offering of the Interests (as so amended, the "Registration Statement"),
but has not yet become effective under the Act.
In reaching the opinion set forth herein, this firm has reviewed (a)
the Certificate of Incorporation, Bylaws, and records of proceedings of the
Board of Directors of MD, (b) the form of Agreement of Partnership
("Partnership Agreement") for the Partnership that is included as Exhibit A to
the Prospectus forming a part of the Registration Statement, and (c) except as
set forth below, such other agreements, certificates of public officials,
certificates of officers of MD, records, documents, and matters of law that
this firm deemed relevant. As to various questions of fact material to this
opinion, where relevant facts were not independently established, we have
relied upon statements of officers of MD.
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Mewbourne Development Corporation
June 28, 1999
Page 2
Based on and subject to the foregoing and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, it is the
opinion of this firm that when the Interests in the Partnership are sold to the
subscribers and the subscribers are admitted as general partners or limited
partners, as the case may be, to a Partnership, subject to compliance with
federal and state securities laws (as to which this firm expresses no opinion)
such Interests will be legally issued and, except to the extent set forth in
applicable Partnership Agreement and the Delaware Act, fully paid and
non-assessable.
The opinion expressed above is subject in all respects to the
following assumptions, exceptions and qualifications:
1. We have assumed that (i) all signatures on all documents
examined by us are genuine, (ii) all documents submitted to us
as originals are accurate and complete, (iii) all documents
submitted to us as copies are true and correct copies of the
originals thereof, (iv) all information submitted to us is
accurate and complete as of the date hereof, (v) all persons
executing and delivering documents reviewed by us were competent
to execute and to deliver such documents, and (vi) that all
persons signing, in a representative capacity, documents
reviewed by us had authority to sign in such capacity.
2. We have assumed, with respect to the Interests in a Partnership,
that all conditions relating to the sale of Interests in that
Partnership and the admission of the subscribers therefor as
limited partners or general partners, as the case may be, of the
Partnership, as specified in the Registration Statement, the
Subscription Agreement in the form attached as Exhibit D to the
Prospectus, the Special Subscription Instructions attached as
Exhibit C to the Prospectus, and the applications, related
questionnaires, agreements, and other materials and documents
furnished with the Prospectus, including receipt of the full
amount of consideration for those Interests, have been
fulfilled.
3. We have assumed, with respect to the Interests in a Partnership,
that the Registration Statement will have been declared
effective under the Securities Act and that no stop order
suspending the effectiveness of the Registration Statement will
have been issued by the Commission and no proceedings for that
purpose will have been instituted by the Commission prior to the
issuance of the Interests in such Partnership.
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Mewbourne Development Corporation
June 28, 1999
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4. We have assumed, with respect to each Partnership, that a
Certificate of Limited Partnership for such Partnership has been
executed and filed with the Secretary of State of the State of
Delaware in accordance with the Delaware Act and as specified in
the Registration Statement.
5. We have assumed, with respect to each Partnership, that there
are no agreements, indentures, mortgages, deeds of trust or
instruments that affect the ability of such Partnership to issue
Interests therein.
6. This opinion speaks as of the date hereof and is limited to the
matters expressly set forth herein, and no opinion is implied or
may be inferred beyond such matters.
The opinions expressed above are limited to the laws of the State of
Texas, the Delaware Act, and the federal laws of the United States of America.
We know that we are referred to under the headings "Tax Aspects" and
"Legal Opinions" in the Prospectus forming a part of the Registration Statement
and filed with the Commission pursuant to the Act, and we hereby consent to
that use of our name in the Registration Statement, including any amendment
thereof or supplements thereto, and to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not hereby admit
that we come into the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
This firm disclaims any duty to advise you regarding any changes in,
or to otherwise communicate with you with respect to, the matters addressed
herein.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.