EX-5.1 2 d371974dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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Tel + 1.713.758.2222 Fax + 1.713.758.2346

October 27, 2022

Talos Energy Inc.

333 Clay Street, Suite 3300

Houston, Texas 77002

Ladies and Gentlemen:

We are acting as counsel to Talos Energy Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement on Form S-4 to which this letter is attached as an exhibit (as amended or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance by the Company of up to 43,800,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), registered under the Registration Statement, issuable to equityholders of EnVen Energy Corporation, a Delaware corporation (“EnVen”), upon the consummation of the transactions between the Company and EnVen (such shares, the “Merger Shares”), pursuant to the Agreement and Plan of Merger, dated as of September 21, 2022 (the “Merger Agreement”), by and among the Company, Talos Production Inc., a Delaware corporation (“Talos Production”), Tide Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of the Company, Tide Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Tide Merger Sub III LLC, a Delaware limited liability company and wholly owned subsidiary of Talos Production, BCC Enven Investments, L.P., a Delaware limited partnership, and EnVen.

We are rendering the opinion hereinafter set forth as of the time the Registration Statement becomes effective in accordance with Section 8(a) of the Securities Act.

In rendering the opinion hereinafter set forth, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i) the Company’s Amended and Restated Certificate of Incorporation;

(ii) the Company’s Amended and Restated Bylaws;

(iii) the resolutions dated as of September 21, 2022 adopted by the board of directors of the Company;

(iv) the Merger Agreement;

(v) the Registration Statement; and

(vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed. As to any facts material to the opinion contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

Vinson & Elkins LLP Attorneys at Law

Austin Dallas Dubai Houston London Los Angeles New York

Richmond Riyadh San Francisco Tokyo Washington

  

Texas Tower, 845 Texas Avenue, Suite 4700

Houston, TX 77002

Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com


LOGO    October 27, 2022

 

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents we reviewed is true, correct and complete, (ii) all signatures on all documents we reviewed are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof and (v) all persons executing and delivering the documents we examined have the legal capacity and authority to execute and deliver such documents. In addition, we have assumed that (a) the Registration Statement will have become effective and (b) the Merger Shares will be issued in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement and the proxy statement/consent solicitation statement/prospectus included therein.

Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that the Merger Shares, when and if issued and delivered by the Company in accordance with the Merger Agreement, will be validly issued, fully paid and nonassessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we do not express any opinion as to the laws of any other state or jurisdiction.

We hereby consent to the filing by you of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the related proxy statement/consent solicitation statement/prospectus that forms a part of the Registration Statement. In giving these consents, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. We undertake no, and hereby expressly disclaim any, obligation to advise the Company or anyone else of any change in any matter set forth herein.

 

Sincerely,
/s/ Vinson & Elkins L.L.P.