Exhibit 5.1

  2001 ROSS AVENUE
DALLAS, TEXAS 75201-2980   TEL +1 214.953.6500 FAX +1 214.953.6503 BakerBotts.com ABU DHABI
AUSTIN BEIJING BRUSSELS DALLAS DUBAI HONG KONG HOUSTON
LONDON MOSCOW NEW YORK PALO ALTO RIO DE JANEIRO RIYADH WASHINGTON

May 22, 2014

Matador Resources Company

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

Ladies and Gentlemen:

We have acted as counsel to Matador Resources Company, a Texas corporation (the “Company”), and each of Longwood Gathering and Disposal Systems, LP, a Texas limited partnership (“Longwood LP”), Longwood Gathering and Disposal Systems GP, Inc., a Texas corporation (“Longwood GP”), Matador Production Company, a Texas corporation (“MPC”), MRC Energy Company, a Texas corporation (“Energy”), MRC Permian Company, a Texas corporation (“Permian”), and MRC Rockies Company, a Texas corporation (“Rockies” and, collectively with Longwood LP, Longwood GP, MPC, Energy and Permian, the “Co-Registrants”) with respect to certain legal matters in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering securities to be issued and sold by the Company from time to time pursuant to Rule 415 of the Securities Act. Such securities include: (i) shares of common stock of the Company (the “Common Stock”), (ii) shares of preferred stock of the Company (the “Preferred Stock”), (iii) unsecured debt securities of the Company, which may be either senior or subordinated and may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness (the “Debt Securities”), (iv) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Co-Registrants, and (v) warrants for the purchase of Common Stock, Preferred Stock or Debt Securities (the “Warrants,” and together with the Common Stock, the Preferred Stock, the Debt Securities and the Guarantees, the “Securities”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) between the Company and one or more banks or trust companies, as warrant agent (each, a “Warrant Agent”).

In our capacity as your counsel in the connection referred to above and as a basis for the opinions herein after expressed, we have examined (i) the Amended and Restated Certificate of Formation of the Company, dated as of February 3, 2012 (the “Certificate of Formation”), (ii) the Amended and Restated Bylaws of the Company, effective as of February 7, 2012 (the “Bylaws” and together with the Certificate of Formation, the “Charter Documents”), (ii) the organizational documents of each of the Co-Registrants, (iii) the forms of the Company’s senior and subordinated indentures incorporated by reference as exhibits to the Registration Statement (collectively, the “Indentures”), (iv) originals, or copies certified or otherwise identified, of the corporate and partnership records of the Company and the Co-Registrants, including minute books of the Company as furnished to us by the Company, (v) originals, or copies certified or otherwise identified, of certificates of public officials and of representatives of the Company and (vi) the Registration Statement and the prospectus contained therein (the “Prospectus”) as a basis for the opinions hereafter expressed.

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In connection with this opinion, we have assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (iv) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (v) any securities issuable upon conversion, redemption, exchange or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, redemption, exchange or exercise; (vi) the certificates for the shares of Common Stock will conform to the specimens thereof examined by us and will have been duly countersigned by a transfer agent and duly registered by a registrar of the Common Stock, or, if uncertificated, valid book-entry notations will have been made in the unit register of the Company in accordance with the provisions of the governing documents of the Company; (vii) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each such document are genuine and (viii) with respect to shares of Common Stock or Preferred Stock offered by the Company, there will be sufficient shares of Common Stock or Preferred Stock, as applicable, authorized under the Company’s Charter Documents and not otherwise reserved for issuance.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

1. With respect to the Common Stock, when (a) the Company has taken all necessary action to approve the issuance of such shares of Common Stock, the terms of the offering thereof and related matters, and (b) such shares of Common Stock have been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Company, upon payment of the consideration therefor provided for therein, such shares of Common Stock will be duly authorized and validly issued and will be fully paid and nonassessable.

2. With respect to the Preferred Stock, when (a) the Company has taken all necessary action to approve and establish the terms of the shares of Preferred Stock, to approve the issuance thereof and the terms of the offering thereof and related matters, including the adoption of a resolution establishing and designating a series of shares of such Preferred Stock (a “Resolution”), (b) the Resolution and related statement has been filed in the office of the Secretary of

	- 3 -	May 22, 2014

State of the State of Texas, (c) certificates evidencing such shares have been duly executed, countersigned and registered, and (d) such shares have been duly issued in accordance with the Resolution and the terms of any applicable definitive purchase, underwriting or similar agreement approved by the Company, upon payment of the consideration therefor provided for therein, such shares of Preferred Stock will be validly issued, fully paid and nonassessable

3. With respect to the Debt Securities or Guarantees to be issued under the applicable Indenture, when (a) the applicable Indenture has been duly authorized and validly executed and delivered by the Company, the Co-Registrants and the trustee thereunder, (b) the applicable Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (c) the Company and the Co-Registrants have taken all necessary action to approve the issuance and terms of such Debt Securities or Guarantees, the terms of the offering thereof and related matters and (d) such Debt Securities and Guarantees have been duly executed, authenticated, issued and delivered in accordance with the terms of the applicable Indenture and the applicable definitive purchase, underwriting or similar agreement approved by the Company and the Co-Registrants upon payment of the consideration therefor provided for therein, such Debt Securities and Guarantees will, when issued, constitute valid and legally binding obligations of the Company and the Co-Registrants, enforceable against the Company and the Co-Registrants in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or (iii) any implied covenants of good faith and fair dealing.

4. With respect to the Warrants, when (a) the Warrant Agreement to be entered into in connection with any particular Warrants has been duly authorized, executed and delivered by the Company and the Warrant Agent, (b) the specific terms of such Warrants and the issuance and sale thereof have been duly authorized by the Board of Directors of the Company and (c) such Warrants have been executed, authenticated, issued and delivered in accordance with the terms of the applicable Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Company upon payment of the consideration therefor provided for therein, such Warrants will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or (iii) any implied covenants of good faith and fair dealing.

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The opinions set forth above are limited in all respects to matters of the laws of the State of New York, the laws of the State of Texas and applicable federal law of the United States of America, in each case, as in effect on the date hereof.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

DMR/MPB/JBP