Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - SOUTHWESTERN ENERGY CO | d83548dex991.htm |
EX-1.1 - EX-1.1 - SOUTHWESTERN ENERGY CO | d83548dex11.htm |
8-K - 8-K - SOUTHWESTERN ENERGY CO | d83548d8k.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 | ||||
Beijing | Moscow | |||
Boston | Munich | |||
Brussels | New York | |||
Century City | Orange County | |||
Chicago | Paris | |||
August 18, 2020 | Dubai | Riyadh | ||
Düsseldorf | San Diego | |||
Frankfurt | San Francisco | |||
Hamburg | Seoul | |||
Hong Kong | Shanghai | |||
Houston | Silicon Valley | |||
London | Singapore | |||
Southwestern Energy Company | Los Angeles | Tokyo | ||
10000 Energy Drive | Madrid | Washington, D.C. | ||
Spring, Texas 77389 | Milan |
Re: Offering of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Southwestern Energy Company, a Delaware corporation (the Company), in connection with the proposed issuance of 63,250,000 shares of common stock of the Company, par value $0.01 per share (the Shares), pursuant to a prospectus supplement dated August 13, 2020 and the base prospectus included in the Registration Statement referred to below (together, the Prospectus), and an underwriting agreement dated August 13, 2020 between the Company and the underwriters named therein (the Underwriting Agreement).
The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on May 22, 2020 (Registration No. 333-238633) (as so filed and as amended, 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, other than as expressly stated herein with respect to the issue of the 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, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company and the Shares will be validly
August 18, 2020
Page 2
issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
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 Companys Form 8-K dated August 18, 2020 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