WASHINGTON
AUSTIN BAKER & BOTTS
DALLAS L.L.P.
NEW YORK ONE SHELL PLAZA
MOSCOW 910 LOUISIANA TELEPHONE: (713) 229-1234
LONDON HOUSTON, TEXAS 77002-4995 FACSIMILE: (713) 229-1522
BAKU
004241.0280 May 27, 1999
Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, Texas 77046
Ladies and Gentlemen:
We have acted as counsel to Pogo Producing Company, a Delaware
corporation ("Pogo Producing"), and Pogo Trust I and Pogo Trust II, each of
which is a Delaware statutory business trust (collectively, the "Trusts"),
relating to the registration of (i) $250,000,000 aggregate principal amount of
Junior Subordinated Debt Securities of Pogo Producing and (ii) $250,000,000
aggregate liquidation amount of preferred securities of the Trusts. In that
connection, reference is made to the registration statement under the Securities
Act of 1933, as amended, of Pogo Producing and the Trusts on Form S-3
(Registration Nos. 333-75105, 333-75105-01, and 333-75105-02) filed with the
Securities and Exchange Commission (the "Commission") on March 26, 1999, as
amended by Pre-Effective Amendment No. 1 thereto filed with the Commission on
May 3, 1999 and Pre-Effective Amendment No. 2 thereto filed with the Commission
on May 10, 1999 and declared effective by the Commission on May 13, 1999 (as
amended, the "Registration Statement"), including a prospectus dated May 13,
1999 (the "Prospectus"), and a prospectus supplement dated May 26, 1999 (the
"Prospectus Supplement") describing the 6 1/2% Cumulative Quarterly Income
Convertible Preferred Securities, Series A of Pogo Trust I (the "Preferred
Securities") and the 6 1/2% Junior Subordinated Debentures, Series A due 2029 of
Pogo Producing (the "Junior Subordinated Debentures"). Capitalized terms not
otherwise defined herein shall have the meaning specified in the Prospectus and
the Prospectus Supplement.
We have examined the Prospectus, the Prospectus Supplement, and such
other documents and corporate records as we have deemed necessary or appropriate
for purposes of this opinion. In addition, we have assumed that the Junior
Subordinated Debentures and the Preferred Securities will be issued in
accordance with the operative documents described in the Prospectus and the
Prospectus Supplement.
Based on the assumptions contained therein, the statements of legal
conclusion set forth under the heading "Federal Income Tax Consequences" in the
Prospectus Supplement reflect our opinions on the material United States federal
income tax consequences of the ownership and disposition of the Preferred
Securities.
Pogo Producing company -2- May 27,1999
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this Firm in the section
captioned "Federal Income Tax Consequences" in the Prospectus Supplement. In
giving this consent, we do not thereby admit that we come within the category of
a person whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
By: /s/ Stuart F. Schaffer
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Stuart F. Schaffer
SFS:3301