Attached files
Exhibit 8.1
2200 Ross Avenue, Suite 2800 Dallas, Texas 75201-2784 Telephone: 214 855 8000 Facsimile: 214 855 8200 |
January 18, 2012
Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite
650 Houston, Texas 77056
Re: | MAGNUM HUNTER RESOURCES CORPORATION |
Gentlemen:
We have acted as special counsel for Magnum Hunter Resources Corporation, a Delaware corporation (the Company), with respect to certain legal matters in connection with the proposed offering and sale by the Company of 2,000,000 shares of the Companys 8.0% Series D Cumulative Preferred Stock, par value $0.01 per share and liquidation preference $50.00 per share (the Series D Preferred Stock), pursuant to the Registration Statement on Form S-3 (No. 333-174879) (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) by the Company that became effective on January 18, 2012, including the base prospectus contained therein, and the Prospectus Supplement filed with the Commission by the Company on January 18, 2012 (collectively, the Prospectus Supplement), pursuant to a sales agreement dated January 18, 2012 with MLV & Co. LLC and Wunderlich Securities, Inc., as the Companys non-exclusive sales agents, relating to the at the market offering of the Series D Preferred Stock pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended. In connection therewith, we have participated in the preparation of the discussion (the Discussion) set forth under the caption Material U.S. Federal Income Tax Consequences in the Prospectus Supplement.
Subject to the assumptions, qualifications and limitations set forth in the Discussion, we are of the opinion that the statements of legal conclusions contained in the Discussion, insofar as they purport to constitute statements of U.S. federal tax law and regulations or legal conclusions with respect thereto, are accurate in all material respects as of the date of the Prospectus Supplement.
In providing this opinion, we have examined and are relying upon the truth and accuracy at all relevant times of the statements, covenants and representations contained in (i) the Registration Statement, (ii) the Prospectus Supplement, (iii) such other documents, certificates, and records we have deemed necessary or appropriate as a basis for the opinion set forth herein, and (iv) other information provided to us by the Company.
We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Company dated on or about January 18, 2012, to the incorporation by reference
AUSTIN BEIJING DALLAS DENVER DUBAI HONG KONG HOUSTON LONDON LOS ANGELES MINNEAPOLIS MUNICH NEW YORK RIYADH SAN ANTONIO ST. LOUIS WASHINGTON DC
www.fulbright.com
Magnum Hunter Resources Corporation
January 18, 2012
Page 2
of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus Supplement. In 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 of the Commission issued thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.