Attached files

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EX-23.1 - EX-23.1 - ProPetro Holding Corp.a17-26121_1ex23d1.htm
S-1MEF - S-1MEF - ProPetro Holding Corp.a17-26121_1s1mef.htm

Exhibit 5.1

 

 

811 Main Street, Suite 3700

 

Houston, TX 77002

 

Tel: +1.713.546.5400 Fax: +1.713.546.5401

 

www.lw.com

 

 

FIRM / AFFILIATE OFFICES

 

Barcelona

Moscow

 

Beijing

Munich

 

Boston

New York

 

Brussels

Orange County

November 6, 2017

Century City

Paris

 

Chicago

Riyadh

 

Dubai

Rome

 

Düsseldorf

San Diego

 

Frankfurt

San Francisco

 

Hamburg

Seoul

 

Hong Kong

Shanghai

ProPetro Holding Corp.

Houston

Silicon Valley

1706 S. Midkiff, Bldg. B

London

Singapore

Midland, Texas 79701

Los Angeles

Tokyo

 

Madrid

Washington, D.C.

 

Milan

 

 

 

 

 

 

 

 

Re:  Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as special counsel to ProPetro Holding Corp., a Delaware corporation (the “Company”), in connection with the resale of up to 13,800,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), by certain of the selling stockholders identified in the Registration Statement (as hereinafter defined).  The Common Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2017 (Registration No. 333-221304) (such registration statement, as amended as of the effective date thereof, together with the registration statement filed by the Company pursuant to Rule 462(b) promulgated under the Act, being collectively referred to herein as, the “Registration Statement”).

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the resale of the Common Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Common Shares have been duly authorized by all necessary corporate action of the Company, and the Common Shares are validly issued, fully paid and nonassessable.

 



 

November 6, 2017

 

 

Page 2

 

 

 

 

 

 

 

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ Latham & Watkins LLP