Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - Oasis Petroleum Inc. | h69816a5sv1za.htm |
| EX-2.1 - EX-2.1 - Oasis Petroleum Inc. | h69816a5exv2w1.htm |
| EX-2.2 - EX-2.2 - Oasis Petroleum Inc. | h69816a5exv2w2.htm |
| EX-1.1 - EX-1.1 - Oasis Petroleum Inc. | h69816a5exv1w1.htm |
| EX-10.5 - EX-10.5 - Oasis Petroleum Inc. | h69816a5exv10w5.htm |
| EX-10.2 - EX-10.2 - Oasis Petroleum Inc. | h69816a5exv10w2.htm |
| EX-23.3 - EX-23.3 - Oasis Petroleum Inc. | h69816a5exv23w3.htm |
| EX-23.1 - EX-23.1 - Oasis Petroleum Inc. | h69816a5exv23w1.htm |
| EX-23.2 - EX-23.2 - Oasis Petroleum Inc. | h69816a5exv23w2.htm |
Exhibit 5.1
June 3, 2010
Oasis Petroleum Inc.
1001 Fannin Street, Suite 202
Houston, Texas 77002
1001 Fannin Street, Suite 202
Houston, Texas 77002
RE: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Oasis Petroleum Inc., a Delaware corporation (the
“Company”), in connection with the proposed offer and sale (the “Offering”) by the
Company and the selling stockholder (the “Selling Stockholder”), pursuant to a prospectus
forming a part of a Registration Statement on Form S-1, Registration No. 333-165212, originally
filed with the Securities and Exchange Commission on March 4, 2010 (such Registration Statement, as
amended at the effective date thereof, being referred to herein as the “Registration
Statement”), of up to 48,300,000 shares of common stock, par value $0.01 per share, of the
Company (the “Common Shares”).
In connection with this opinion, we have assumed that (i) the Registration Statement, and any
amendments thereto (including post-effective amendments), will have become effective, (ii) the
Common Shares will be issued and sold in the manner described in the Registration Statement and the
prospectus relating thereto and (iii) a definitive underwriting agreement in the form filed as an
exhibit to the Registration Statement with respect to the sale of the Common Shares will have been
duly authorized and validly executed and delivered by the Company and the other parties thereto.
In connection with the opinion expressed herein, we have examined, among other things, (i) the
Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the
Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with
respect to the Offering, (iii) the Registration Statement and (iv) the form of underwriting filed
as an exhibit to the Registration Statement. We have also reviewed such questions of law as we have
deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein,
and as to factual matters arising in connection with our examination of corporate documents,
records and other documents and writings, we relied upon certificates and other communications of
corporate officers of the Company, without further investigation as to the facts set forth therein.
Vinson & Elkins LLP
Austin Beijing Dallas Dubai Hong Kong Houston London
Moscow New York Palo Alto Shanghai Tokyo Washington
Austin Beijing Dallas Dubai Hong Kong Houston London
Moscow New York Palo Alto Shanghai Tokyo Washington
|
June 3, 2010 Page 2 |
Based upon the foregoing, we are of the opinion that:
(a) with respect to the Common Shares to be issued or sold by the Company, when
the Common Shares have been delivered in accordance with a definitive underwriting
agreement approved by the Board of Directors of the Company and upon payment of the
consideration therefor provided for therein (not less than the par value of the Common
Shares), the Common Shares will be duly authorized, validly issued, fully paid and
nonassessable; and
(b) the Common Shares proposed to be sold by the Selling Stockholder are duly authorized,
validly issued, fully paid and nonassessable.
The foregoing opinions are limited in all respects to the General Corporation Law of the State
of Delaware (including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting these laws) and the federal laws of the United States of America,
and we do not express any opinions as to the laws of any other jurisdiction.
We hereby consent to the statements with respect to us under the heading “Legal Matters” in
the prospectus forming a part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement. In giving this 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 and
the rules and regulations thereunder.
| Very truly yours, |
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| /s/ Vinson & Elkins L.L.P. | ||||