Attached files
file | filename |
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8-K - FORM 8-K - EOG RESOURCES INC | h73192e8vk.htm |
EX-1.1 - EX-1.1 - EOG RESOURCES INC | h73192exv1w1.htm |
EX-12.1 - EX-12.1 - EOG RESOURCES INC | h73192exv12w1.htm |
Exhibit 5.1
Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com
Telephone: (713) 651-5151 | Facsimile: (713) 651-5246 |
May 17, 2010
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel to EOG Resources, Inc., a Delaware corporation (the Company), in
connection with the offering by the Company of $500,000,000 aggregate principal amount of its
2.95% Senior Notes due 2015 and $500,000,000 aggregate principal amount of its 4.40% Senior Notes
due 2020 (collectively, the Notes). The Notes are to be issued pursuant to an Indenture dated
May 18, 2009, as supplemented by an officers certificate setting forth the specific terms
applicable to the Notes (as so supplemented, the Indenture) between the Company and Wells Fargo
Bank, NA, as trustee, which will establish the forms and terms of the Notes. We refer to the
registration statement on Form S-3 (Registration No. 333-163947) (the Registration Statement),
filed with the United States Securities and Exchange Commission (the Commission) by the Company
on December 22, 2009, including the base prospectus contained therein, and the prospectus
supplement (the Prospectus Supplement), dated May 17, 2010, and filed with the Commission
relating to the offering of the Notes.
As counsel to the Company, we have examined such corporate records, documents and questions of law
as we have deemed necessary or appropriate for the purposes of this opinion. In such examinations,
we have assumed the genuineness of signatures and the conformity to the originals of the documents
supplied to us as copies. As to various questions of fact material to this opinion, we have relied
upon statements and certificates of officers and representatives of the Company. Without limiting
the foregoing, we have examined the Underwriting Agreement, dated May 17, 2010, among the Company,
Barclays Capital Inc., J.P. Morgan Securities Inc., UBS Securities LLC and the other underwriters
(the Underwriters) named therein (the Underwriting Agreement).
Based upon the foregoing, and subject to the limitations, qualifications, assumptions and
exceptions stated herein, we are of the opinion that the Notes have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to the Underwriting Agreement, will,
EOG Resources, Inc.
May 17, 2010
Page 2
May 17, 2010
Page 2
under the laws of the State of New York, constitute legal and binding obligations of the Company.
We express no opinion concerning (a) the validity or enforceability of any provisions contained in
the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation
or other rights or benefits that cannot be effectively waived under applicable law or (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.
The opinion expressed in this letter is subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies
generally and to general principles of equity, including without limitation concepts of materiality
and principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity).
The opinion expressed herein is limited exclusively to the General Corporation Law of the State of
Delaware, and the applicable provisions of the Delaware Constitution and reported decisions
concerning such laws, the laws of the State of New York and the federal laws of the United States
of America, and we are expressing no opinion as to the effect of the laws of any other
jurisdiction. We hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the references to us under Legal Matters in the Prospectus Supplement. By
giving such consent, we do not admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations
thereunder.
Very truly yours,
/s/
Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.