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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/21 Murphy Oil Corp. 8-K:2,8,9 3/02/21 13:668K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 131K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 127K 4: EX-5.1 Opinion of Counsel re: Legality HTML 13K 9: R1 Cover HTML 48K 11: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- dp147420_8k_htm XML 15K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.LAB XBRL Labels -- mur-20210302_lab XML 97K 7: EX-101.PRE XBRL Presentations -- mur-20210302_pre XML 64K 5: EX-101.SCH XBRL Schema -- mur-20210302 XSD 13K 12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 13: ZIP XBRL Zipped Folder -- 0000950103-21-003618-xbrl Zip 75K
Exhibit 5.1
New York London |
Paris
Madrid | ||
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| Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 |
212 450 4000 tel 212 701 5800 fax |
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The Board of Directors
Murphy Oil Corporation
9805 Katy Freeway Suite G-200
Houston, Texas 77024
Ladies and Gentlemen:
Murphy Oil Corporation, a Delaware corporation (the “Company”) has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-227875) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $550,000,000 aggregate principal amount of the Company’s 6.375% Notes due 2028 (the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of May 18, 2012 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Original Trustee”), as supplemented by the Sixth Supplemental Indenture dated as of March 5, 2021 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) among the Company, the Original Trustee and Wells Fargo Bank, National Association, as series trustee. The Securities are to be sold pursuant to the Terms Agreement dated March 2, 2021 (the “Terms Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
C:
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, when the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Terms Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
We have assumed that the Indenture and the Securities (collectively, the “Documents”) are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company). We have also assumed that the execution, delivery and performance by each party to each Document to which it is a party (a) are within its corporate powers, (b) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (c) require no action by or in respect of, or filing with, any governmental body, agency or official and (d) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party, provided that we make no such assumption to the extent that we have specifically opined as to such matters with respect to the Company.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, except that we express no opinion as to any law, rule or regulation that is applicable to the Company, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/5/21 | |||
| For Period end: | 3/2/21 | 424B5, FWP | ||
| 5/18/12 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Murphy Oil Corp. 10-K 12/31/23 150:23M 2/27/23 Murphy Oil Corp. 10-K 12/31/22 152:28M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/12 Murphy Oil Corp. 8-K:8,9 5/15/12 5:608K Donnelley … Solutions/FA |
