Exhibit 5.1
[PILLSBURY WINTHROP SHAW PITTMAN LLP LETTERHEAD]
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel for Chevron Corporation, a Delaware corporation (
“Chevron”), which,
together with Chevron Funding Corporation, a Delaware corporation (
“CFC”), is filing with the
Securities and Exchange Commission (the
“Commission”) a Registration Statement on Form S-3 (the
“Registration Statement”) relating to the registration under the Securities Act of 1933 (the
“Act”)
of an indeterminate initial offering amount of debt securities (
“Debt Securities”). Each series of
Debt Securities will be issued under one of the following Indentures: (a) the Indenture, dated as
of
June 15, 1995, as supplemented by the Second Supplemental Indenture dated
March 3, 2009, each
being between Chevron and Wells Fargo Bank, National Association (as successor to The Bank of New
York, as successor to JPMorgan Chase Bank, as successor to The Chase Manhattan Bank, as successor
to Chemical Bank), as trustee (the
“Chevron Indenture”) or (b) the Indenture, dated as of
August
15, 2003, among Chevron, as guarantor, CFC and Wells Fargo Bank, National Association (as successor
to The Bank of New York, as successor to JPMorgan Chase Bank), as trustee (the
“CFC Indenture”).
The Chevron Indenture and CFC Indenture are together referred to herein as the
“Indentures.” Any
Debt Securities issued by CFC under the CFC Indenture will be unconditionally guaranteed by Chevron
(each such guaranty, a
“Guaranty” and collectively, the
“Guarantees”).
We have reviewed and are familiar with such corporate proceedings and other matters as we have
deemed necessary for this opinion. In rendering this opinion, we have assumed that each Indenture
has been duly authorized, executed and delivered by the applicable trustee, the Debt Securities
will be properly authenticated by the manual signature of an authorized representative of the
applicable trustee, and the signatures on all documents examined by us are genuine, which
assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that:
1. With respect to the Debt Securities, when (a) the Board of Directors of CFC or Chevron (or
any committee of either such Board of Directors or certain authorized officers or, with respect to
Debt Securities of Chevron, the Executive Committee of Chevron, as applicable) has taken all
necessary corporate action to approve the issuance and establish the terms of such
Debt Securities, the terms of the offering and related matters, (b) such Debt Securities have
been duly executed and authenticated in accordance with the terms of the applicable Indenture, and
(c) such Debt Securities have been issued and sold in the manner contemplated by the Registration
Statement and in accordance with the applicable Indenture, such Debt Securities will be valid and
legally binding obligations of Chevron or CFC, as applicable, enforceable against such issuer in
accordance with their terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and similar laws affecting or relating to the
rights of creditors generally, by general principles of equity (regardless of whether considered in
a proceeding in equity or at law), and by requirements of reasonableness, good faith and fair
dealing.
2. With respect to the Guarantees, when (a) the Board of Directors of Chevron (or any
committee of such Board of Directors or certain authorized officers or the Executive Committee of
Chevron, as applicable) has taken all necessary corporate action to approve the issuance and
establish the terms of such Guarantees and the Debt Securities to which such Guarantees relate, the
terms of the offering of such Guarantees and the Debt Securities to which such Guarantees relate,
and related matters, (b) the Debt Securities to which such Guarantees relate have been duly
executed and authenticated in accordance with the terms of the applicable Indenture, and (c) such
Guarantees have been issued and the Debt Securities to which such Guarantees relate have been
issued and sold in the manner contemplated by the Registration Statement and in accordance with the
applicable Indenture, such Guarantees will be valid and legally binding obligations of Chevron,
enforceable against Chevron in accordance with their terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting
or relating to the rights of creditors generally, by general principles of equity (regardless of
whether considered in a proceeding in equity or at law), and by requirements of reasonableness,
good faith and fair dealing.
In connection with the opinions expressed above, we have assumed that, at or prior to the time
of the delivery of any such Debt Securities and any applicable Guarantees, the Registration
Statement, and any amendments thereto (including post-effective amendments) will be effective under
the Act, a Prospectus Supplement to the Prospectus forming a part of the Registration Statement
will have been prepared and filed with the Commission describing the Debt Securities and Guarantees
(if any) offered thereby, the authorization of such Debt Securities and of such Guarantees (if any)
will not have been modified or rescinded by the Board of Directors of CFC or Chevron (or any
committee of either such Board of Directors or certain authorized officers or the Executive
Committee of Chevron, as applicable), and there will not have occurred any change in law affecting
the validity or enforceability of such Debt Securities or Guarantees. We have also assumed that
none of the terms of any Debt Security or Guaranty to be established subsequent to the date hereof
nor the issuance and delivery of such Debt Security or Guaranty, nor the compliance by CFC or
Chevron, as applicable, with the terms of such Debt Security or Guaranty, will violate any
applicable federal or state law or will result in a violation of any provision of any instrument or
agreement then binding upon CFC or Chevron, as applicable, or any restriction imposed by any court
or governmental body having jurisdiction over CFC or Chevron, as applicable.
This opinion is limited to matters governed by the General Corporation Law of the State of
Delaware and the laws of the State of New York.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and to the use of our name under the caption “Legal Matters” in the Registration Statement and in
the Prospectus included therein. 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 or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/
Pillsbury Winthrop Shaw Pittman LLP