Hugoton Royalty Trust, et al. – IPO: ‘S-1/A’ on 1/25/99 – EX-5.1

As of:  Monday, 1/25/99   ·   Accession #:  950109-99-215   ·   File #s:  333-68441, -01, -01 (S-3/A)

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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. 1 to Form S-1                           85    368K 
 2: EX-1.1      Form of Underwriting Agreement                        32    118K 
 3: EX-5.1      Opinion of Kelly, Hart & Hallman, P.C.                 2     10K 
 4: EX-8.1      Opinion of Butler Binion, L.L.P.                       2     12K 
 5: EX-8.2      Opinion of Morris, Laing, Evans, Brock & Kennedy       3     13K 
 6: EX-10.1     Form of 80% Net Overriding Royalty Conveyance-Ks      30    106K 
 7: EX-10.2     Form of 80% Net Overriding Royalty Conveyance-Ok      30    106K 
 8: EX-10.3     Form of 80% Net Overriding Royalty Conveyance-Wy      30    105K 
 9: EX-15.1     Awareness Letter of Arthur Andersen LLP                1      8K 
10: EX-23.1     Consent of Arthur Andersen LLP                         1      8K 
11: EX-23.5     Consent of Miller and Lents                            1      8K 
12: EX-27.1     Financial Data Schedule                                2      8K 

EX-5.1   —   Opinion of Kelly, Hart & Hallman, P.C.

EX-5.1
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                                                                     EXHIBIT 5.1

Kelly, Hart & Hallman 
(a professional corporation)  
201 Main Street, Suite 2500 
Fort Worth, Texas 76102 

January __, 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 and fully paid without the
requirement of any further consideration.                       

EX-5.1
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Cross Timbers Oil Company                                                       
January __, 1999                                                                
Page 2                                                                          

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,

     KELLY, HART & HALLMAN
    (a professional corporation)