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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Sanchez Energy Corpa14-15026_38k.htm
EX-99.1 - EX-99.1 - Sanchez Energy Corpa14-15026_3ex99d1.htm

Exhibit 5.1

 

 

June 18, 2014

 

Sanchez Energy Corporation

1111 Bagby Street

Suite 1800

Houston, Texas 77002

 

Re:

Sanchez Energy Corporation

 

Registration Statement on Form S-3 (Registration Number 333-185853)

 

Ladies and Gentlemen:

 

We have acted as counsel to Sanchez Energy Corporation, a Delaware corporation (the “Company”), in connection with the registration, pursuant to a Registration Statement on Form S-3 (Registration Number 333-185853) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the offering and sale by the Company of up to 5,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated June 12, 2014, between the Company, Johnson Rice & Company L.L.C., as representative of the underwriters named therein (the “Underwriters”), and certain stockholders listed on Schedule B thereto.  This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter.  We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies.  We have also assumed that, upon sale and delivery, the certificates for the Shares will conform to the specimen thereof filed as an exhibit to the Registration Statement and will have been duly countersigned by the transfer agent and duly registered by the registrar for the Common Stock or, if uncertificated, valid book-entry notations for the issuance of the Shares in uncertificated form will have been duly made in the share register of the Company.  As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that when the Shares have been issued and delivered in accordance with the Underwriting Agreement against payment in full of the consideration payable therefor as determined by the Board of Directors of the Company or a duly authorized committee thereof and as contemplated by the Underwriting Agreement, the Shares will have been duly authorized and validly issued and will be fully paid and non-assessable.

 



 

Sanchez Energy Corporation

June 18, 2014

 

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

 

A.            We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware.

 

B.            This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein.  We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

 

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K filed by the Company with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the use of our name in the Prospectus, dated January 14, 2013, and the Prospectus Supplement, dated June 12, 2014, forming a part of the Registration Statement under the caption “Legal Matters.”  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

 

 

Very truly yours,

 

 

 

/s/ Akin Gump Strauss Hauer & Feld, LLP

 

 

 

AKIN GUMP STRAUSS HAUER & FELD, LLP