Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 2 to Form S-1 173 767K
2: EX-3.1 Cross Timbers Restated Certificate of 19 74K
Incorporation
3: EX-5.1 Opinion of Kelly, Hart & Hallman, P.C. 2 12K
4: EX-10.1.1 Restated Net Overriding Royalty Conveyance-Kansas 30 109K
5: EX-10.2.1 Restated Net Overriding Royalty 30 109K
Conveyance-Oklahoma
6: EX-10.3.1 Restated Net Overriding Royalty Conveyance-Wyoming 30 108K
7: EX-10.4 Revolving Credit Agreement 10 34K
8: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 1 8K
9: EX-21.1 Subsidiaries of Cross Timbers Oil Company 1 6K
10: EX-23.1 Consent of Arthur Andersen 1 7K
11: EX-23.5 Consent of Miller and Lents 1 8K
12: EX-27.2 Financial Data Schedule - Cross Timbers 2 8K
EX-5.1 — Opinion of Kelly, Hart & Hallman, P.C.
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EXHIBIT 5.1
Kelly, Hart & Hallman
(a professional corporation)
201 Main Street, Suite 2500
Fort Worth, Texas 76102
March 16, 1999
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
Re: Hugoton Royalty Trust and Cross Timbers Oil Company
Registration Statement on Form S-1/S-3
--------------------------------------
Gentlemen:
This firm has acted as counsel to Cross Timbers Oil Company, a Delaware
corporation (the "Company"), in connection with the filing by the Hugoton
Royalty Trust (the "Trust") and the Company of a registration statement on Form
S-1/S-3, No. 333-68441 (the "Registration Statement"), with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale of up to 17,250,000 units of beneficial interest in the
Trust (the "Trust Units"). The opinion set forth below is given pursuant to Item
601(b)(5) of Regulation S-K for inclusion as Exhibit 5.1 to the Registration
Statement and pertains to the offering of such Trust Units.
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments and
supplements thereto, are accurate and complete and if not originals are true and
correct copies of the originals; (ii) the signatures on each of such documents
by the parties thereto are genuine; (iii) each individual who signed such
documents had the legal capacity to do so; and (iv) all persons who signed such
documents on behalf of a corporation were duly authorized to do so. We have
assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to us.
Based on the foregoing, and subject to the limitations and
qualifications set forth herein, we are of the opinion that:
1. The Trust was formed and is validly existing under the laws of
the State of Texas.
2. The Trust Units have been duly authorized and are validly
issued under the laws of the State of Texas, fully paid and non-
assessable.
Cross Timbers Oil Company
March 16, 1999
Page 2
For purposes of this opinion, "non-assessable" means that neither the
trust nor the trustee can assess a trust unitholder for additional consideration
with respect to the purchase or ownership of his trust units.
This opinion is further limited and qualified in all respects as
follows:
A. The opinion is specifically limited to matters of the existing
laws of the State of Texas. We express no opinion as to the
applicability of the laws of any other particular jurisdiction to the
transactions described in this opinion.
B. This opinion is limited to the specific opinions stated herein,
and no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
C. This opinion is based on our knowledge of the law and facts as
of the date hereof. We assume no duty to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to
our attention or to reflect any changes in any law that may hereafter
occur or become effective.
We call your attention to the fact that certain members of the law firm
have directly or indirectly invested in the Company's common stock.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
We hereby consent to the use of this opinion in the above-referenced
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
/s/ KELLY, HART & HALLMAN
KELLY, HART & HALLMAN
(a professional corporation)
Dates Referenced Herein
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| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 3/16/99 | | 1 | | 2 | | | None on these Dates |
| List all Filings |
4 Subsequent Filings that Reference this Filing
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