EXHIBIT 5.1
August 20, 2003
Quicksilver Resources Inc.
777 West Rosedale, Suite 300
Fort Worth, Texas 76104
Re: Quicksilver Resources Inc.
Ladies and Gentlemen:
We have acted as counsel for Quicksilver Resources Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale
of securities by the Company from time to time pursuant to Rule 415 under the
Securities Act, including shares of common stock, $0.01 par value, of the
Company (the "Common Stock"), pursuant to the Company's Registration Statement
on Form S-3 (File No. 333-89204) filed with the Securities and Exchange
Commission (the "Commission") on May 28, 2002 and declared effective by the
Commission on June 21, 2001 (the "New Issuance Registration Statement"), and the
proposed offer and sale of 3,500,000 shares of Common Stock (the "New Issuance
Shares"), as described in a Prospectus Supplement dated August 20, 2003 to be
filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act
(the "Prospectus Supplement").
We have also acted as counsel for the Company in connection with the
registration under the Securities Act of shares of Common Stock to be resold by
Mercury Exploration Company, a Texas corporation ("Mercury"), from time to time
pursuant to the Company's Registration Statement on Form S-3 (File No.
333-92196) filed with the Commission on July 10, 2002 and declared effective by
the Commission on July 24, 2002 (the "Resale Registration Statement"), and the
proposed offer and sale by Mercury of up to 525,000 shares of Common Stock to
cover over-allotments (the "Resale Shares"), as described in the Prospectus
Supplement.
Our opinion is limited in all respects to the substantive law of the State
of Texas, the federal law of the United States, and the Delaware General
Corporation Law, and we assume no responsibility as to the applicability
thereto, or to the effect thereon, of the laws of any other jurisdiction.
As counsel to the Company, we have examined the New Issuance Registration
Statement, the Resale Registration Statement, the Company's Restated Certificate
of Incorporation, its Bylaws, and other corporate records of the Company and
have made such other investigations as we have deemed necessary as a basis for
the opinion hereinafter set forth. For purposes of this opinion we have assumed
the genuineness of all signatures on all documents, the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies, and the correctness and accuracy of all
facts set forth in all certificates and documents that we have examined.
Based upon and subject to the foregoing, we are of the opinion that: (i)
the New Issuance Shares have been duly authorized and, when sold and paid for in
accordance with the terms of the Underwriting Agreement, will be validly issued,
fully paid and nonassessable; and (ii) the Resale Shares were duly authorized at
the time of issuance and are currently validly issued, fully paid and
non-assessable.
This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. We hereby
consent to the use of our name in the New Issuance Registration Statement and
the Resale Registration Statement and under the caption "Legal Matters" in each
related Prospectus and in the Prospectus Supplement and consent to the filing of
this opinion as an exhibit to each of the New Issuance Registration Statement
and the Resale Registration Statement.
Very truly yours,
CANTEY & HANGER, L.L.P.
By: /s/ Dean A. Tetirick
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Dean A. Tetirick, Partner