As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/19/15  Cenovus Energy Inc.               F-3D        2/19/15    6:529K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-3D        Registration of Securities Pursuant to a Dividend   HTML    325K 
                          or Interest Reinvestment Plan                          
 2: EX-5.1      Opinion re: Legality                                HTML     11K 
 3: EX-8.2      Opinion re: Tax Matters                             HTML     14K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
 5: EX-23.2     Consent of Experts or Counsel                       HTML     11K 
 6: EX-23.3     Consent of Experts or Counsel                       HTML      8K 

Exhibit 5.1

 

Bennett Jones LLP 4500 Bankers Hall East, 855 - 2nd Street SW Calgary, Alberta, Canada T2P 4K7 Tel: 403.298.3100 Fax: 403.265.7219

 

February 18, 2015

 

Cenovus Energy Inc.

2600, 500 Centre Street S.E.

Calgary, Alberta

T2G 1A6

 

Dear Sirs and Mesdames:

 

Re:                           Cenovus Energy Inc. – Form F-3 Registration Statement

 

We have acted as Canadian counsel to Cenovus Energy Inc. (the “Corporation”) in connection with the registration, on Form F-3 (the “Registration Statement”) under the United States Securities Act of 1933, as amended, of 12,000,000 common shares in the capital of the Corporation (the “Common Shares”) issuable pursuant to the Corporation’s Dividend Reinvestment Plan (the “Plan”).

 

We have examined all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinions hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon certificates of public officials and of an officer of the Corporation. In reviewing the foregoing documents, we have assumed the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, notarial, true copies or reproductions.

 

We are qualified to practice law in the Province of Alberta and this opinion is rendered solely with respect to the laws of the Province of Alberta and the federal laws of Canada applicable therein.

 

Based upon, and subject to, the qualifications expressed, we are of the opinion that:

 

1.                                      12,000,000 Common Shares, if as and when issued in accordance with the terms and conditions of the Plan, will be issued as fully paid and non-assessable Common Shares; and

 

2.                                      the summary set forth in the Registration Statement under the caption “Income Tax Considerations Relating to the Plan – Canadian Federal Income Tax Considerations” is a fair and accurate summary of the principal Canadian federal income tax considerations generally applicable to a participant in the Plan.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Registration Statement under the captions “Enforceability of Certain Civil Liabilities” and “Legal Matters”.

 

This opinion is for the sole benefit of the addressee hereof and may not be relied upon by any other person or for any other purpose without our express written consent.

 

Yours truly,

 

/s/ Bennett Jones LLP

 

www.bennettjones.com