-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HK1oVukG9Aa7JI84QDu2ggB5b2VNphOQEORwTl5YeGSYEhcvzGVTTFhvu/FyjVm8 cSlC+nhPemagOayYXmLnxQ== 0000351817-05-000120.txt : 20051229 0000351817-05-000120.hdr.sgml : 20051229 20051228174038 ACCESSION NUMBER: 0000351817-05-000120 CONFORMED SUBMISSION TYPE: S-3DPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051229 DATE AS OF CHANGE: 20051228 EFFECTIVENESS DATE: 20051229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT ENERGY CO CENTRAL INDEX KEY: 0000351817 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742073055 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3DPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-112041 FILM NUMBER: 051289606 BUSINESS ADDRESS: STREET 1: 16825 NORTHCHASE DR STE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2818742700 MAIL ADDRESS: STREET 1: 16825 NORTHCHASE DRIVE STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 S-3DPOS 1 forms3_112041.txt S3 AMEND NO. 2 As filed with the Securities and Exchange Commission on December 28, 2005 Registration Statement No. 333-112041 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SWIFT ENERGY COMPANY (Exact name of Registrant as specified in its charter) Texas 74-2073055 (State of Incorporation) (I.R.S. Employer Identification No.) 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (Address of Principal Executive Offices) (Zip Code) Terry E. Swift Chief Executive Officer Swift Energy Company 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (281) 874-2700 (Name, address and telephone number of Registrant's executive offices and agent for service) Copies to: Karen Bryant General Counsel-Corporate, Chief Governance Officer and Secretary Swift Energy Company 16825 Northchase Dr., Suite 400 Houston, Texas 77060 (281) 874-2700 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. | | If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. | | If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | | If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. | | If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. | | EXPLANATORY NOTE POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 Swift Energy Company, a Texas corporation, formerly New Swift Energy Company (the "Registrant"), was organized to enable its predecessor, formerly Swift Energy Company, a Texas corporation ("Predecessor"), to adopt a holding company organizational structure in accordance with Article 5.03.H of the Texas Business Corporation Act (the "TBCA"). In accordance with Rule 414, the Registrant, as the successor issuer to the Predecessor in the holding company reorganization described below, is filing this Amendment No. 2 to Registration Statement No. 333-112041 in order to hereby expressly adopt Registration Statement No. 333-112041 on Form S-3 as its own for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended. Registration fees were paid at the time of filing the original Registration Statement. The purposes for creating the holding company structure are to create a classical holding company, separate Swift Energy Company's domestic and international operations to more closely reflect its management structure, and provide for a more equitable allocation of state taxes. The holding company organizational structure was effected pursuant to a Plan and Agreement and Articles of Merger (the "Merger Agreement") among the Predecessor, the Registrant, and Swift Energy Operating, LLC, a Texas limited liability company and a wholly owned subsidiary of the Registrant ("Operating"). The Merger Agreement provided for the merger of the Predecessor into Operating, with Operating continuing as the surviving entity and a wholly owned subsidiary of the Registrant (the "Merger"). The Merger became effective at 9:00 a.m., local time in Austin, Texas on December 28, 2005. Prior to the Merger, the Registrant was a direct, wholly owned subsidiary of the Predecessor organized for the purpose of implementing the holding company organizational structure. Pursuant to Article 5.03.H of the TBCA, shareholder approval of the Merger was not required. The reorganization was structured so that it is tax-free to Swift's shareholders. By virtue of the Merger, all of the Predecessor's outstanding capital stock was converted, on a share for share basis, into capital stock of the Registrant. As a result, each shareholder of the Predecessor became the owner of an identical number of shares of capital stock of the Registrant. Additionally, each treasury share of the Predecessor was automatically converted into a treasury share of the Registrant. Also, each outstanding option to purchase shares of the Predecessor's common stock was automatically converted into an option to purchase, upon the same terms and conditions, an identical number of shares of the Registrant's common stock. Finally, each preferred share purchase right under the Predecessor's Amended and Restated Rights Agreement was automatically converted, upon the same terms and conditions, into a preferred share purchase right for each outstanding share of the Registrant's common stock held by such holder. Under the TBCA, the conversion of shares of stock in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing shares of outstanding stock of the Predecessor are deemed to represent the same number of shares of stock of the Registrant. The Registrant's CUSIP number will remain the same and the common stock will continue to be listed on the New York Stock Exchange under the symbol "SFY" without interruption and the Registrant will use the same name as the Predecessor, "Swift Energy Company." In the Merger, each shareholder received securities of the same class, evidencing the same proportional interests in the Registrant and having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions, as those that the shareholder held in the Predecessor. -2- Pursuant to Article 5.03.H of the TBCA, the articles of incorporation, the certificate of designation and the bylaws of the Registrant contain provisions substantially identical to those of the Predecessor prior to the Merger. Also pursuant to Article 5.03.H of the TBCA, the regulations and articles of organization of Operating contain a provision that any act or transaction by or involving Operating, other than the election or removal of managers of Operating, that requires for its adoption under Operating's articles of organization or regulations the approval of the members of Operating, or would require the approval of the shareholders of Operating if Operating were a corporation subject to the Texas Business Corporation Act, shall in addition, require approval of the shareholders of the Registrant and as further specified in the organizational documents of Operating. The authorized capital stock of the Registrant, the designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also substantially identical to those of the Predecessor's capital stock immediately prior to the Merger. The directors and executive officers of the Registrant are the same individuals who were directors and executive officers, respectively, of the Predecessor immediately prior to the Merger. Item 16. Exhibits
Exhibit Document Description No. -------------------- - ------- **1.1 Form of Underwriting Agreement (Debt Securities( **1.2 Form of Underwriting Agreement (Common Stock) **1.3 Form of Underwriting Agreement (Preferred Stock) **1.4 Form of Underwriting Agreement (Depositary Shares) **1.5 Form of Underwriting Agreement (Warrants) 2.1 Plan and Agreement and Articles of Merger to Form Holding Company, dated as of December 21, 2005, but effective at 9:00 a.m., local time in Austin, Texas on December 28, 2005, by and among the Registrant, the Predecessor and Operating (incorporated by reference as Exhibit 2.1 to the Registrant's Form 8-K filed on December 28, 2005) 4.1 Indenture dated as of April 16, 2002, between Swift Energy Company and Bank One, NA, as Trustee (incorporated by reference from Swift Energy Company Report on Form 8-K dated April 16, 2002) 4.2 First Supplemental Indenture dated as of April 16, 2002, between Swift Energy Company and Bank One, NA (as Trustee), including form of 9 3/8% Senior Subordinated Notes due 2012 (incorporated by reference from Swift Energy Company Report on Form 8-K dated April 16, 2002) 4.3 Second Supplemental Indenture dated as of December 28, 2005, between Swift Energy Company and J.P. Morgan Trust Company, National Association as successor Trustee to Bank One, NA, (incorporated by reference as Exhibit 4.1 to the Registrant's Form 8-K filed on December 28, 2005) 4.4 Indenture dated as of June 23, 2004, between Swift Energy Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference from Swift Energy Company Report on Form 8-K filed with the SEC on June 25, 2004) -3- 4.5 First Supplemental Indenture dated as of June 23, 2004, between Swift Energy Company and Wells Fargo Bank, National Association, as Trustee, including the form of 7 5/8% Senior Notes (incorporated by reference from Swift Energy Company Report on Form 8-K filed with the SEC on June 25, 2004) 4.6 Second Supplemental Indenture dated as of December 28, 2005, between Swift Energy Company and Wells Fargo Bank, National Association, as Trustee (incorporated by reference as Exhibit 4.2 to the Registrant's Form 8-K filed on December 28, 2005) **4.7 Form of Depositary Agreement between Swift Energy Company and Depository to be designated therein covering Depositary Shares, including Form of Depositary Receipt attached hereto **4.8 Form of Warrant Agreement and Trustee to be designated therein covering Common Stock Warrants, including Form of Common Stock Warrant attached thereto **4.9 Form of Warrant Agreement and Trustee to be designated therein covering Preferred Stock Warrants to be offered hereunder, including Form of Preferred Stock Warrant attached thereto 4.10 Rights Agreement, including exhibits, as amended and restated as of March 31, 1999, between Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference as Exhibit 1 to Swift Energy Company's Registration Statement on Form 8-A/A filed April 7, 1999) 4.11 Amendment No. 1 to the Rights Agreement dated December 12, 2005 between Swift Energy Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference as Exhibit 4.3 to the Registrant's Form 8-K filed on December 28, 2005) 4.12 Assignment, Assumption, Amendment and Novation Agreement between the Registrant, the Predecessor and American Stock Transfer & Trust Company, as Rights Agent effective at 9:00 am., local time in Austin, Texas on December 28, 2005 (incorporated by reference as Exhibit 4.4 to the Registrant's Form 8-K filed on December 28, 2005) *5 Opinion of Jenkens & Gilchrist, A Professional Corporation, as to the validity of the common stock **8 Form of Opinion of Jenkens & Gilchrist, A Professional Corporation ***12 Swift Energy Company Computation of Ratio of Earnings to Fixed Charges *23.1 Consent of H.J. Gruy and Associates, Inc. *23.2 Consent of Ernst and Young LLP *23.3 Consent of Jenkens & Gilchrist, A Professional Corporation (included in Exhibit 5) *24 Power of Attorney (included in the signature page) ***25 Statement(s) on Form T-1 of Eligibility of Trustee for the Debt Securities - -------------------------------------------- * Filed herewith ** To be filed by amendment or Form 8-K *** Previously filed
-4- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 28th day of December, 2005. SWIFT ENERGY COMPANY /s/ Terry E. Swift ----------------------------------------- Terry E. Swift Chief Executive Officer Each person whose signature appears below as a signatory to this Registration Statement constitutes and appoints Terry E. Swift, Alton D. Heckaman, Jr., and Bruce H. Vincent or any of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated, in multiple counterparts with the effect of one original.
Signature Capacity Date --------- -------- ---- /s/ A. Earl Swift - ---------------------------- Chairman of the Board December 28, 2005 A. Earl Swift /s/ Terry E. Swift - ---------------------------- Chief Executive Officer (Principal Executive December 28, 2005 Terry E. Swift Officer) and Director /s/ Bruce H. Vincent - ---------------------------- President and Director December 28, 2005 Bruce H. Vincent /s/ Alton D. Heckaman, Jr. - ---------------------------- Executive Vice President and Chief Financial December 28, 2005 Alton D. Heckaman, Jr. Officer (Principal Financial Officer) /s/ David W. Wesson - ---------------------------- Controller (Principal Accounting Officer) December 28, 2005 David W. Wesson -5- - -------------------------- Deanna L. Cannon Director December 28, 2005 /s/ Raymond E. Galvin - -------------------------- Raymond E. Galvin Director December 28, 2005 - -------------------------- Douglas J. Lanier Director December 28, 2005 - -------------------------- Greg Matiuk Director December 28, 2005 - -------------------------- Henry C. Montgomery Director December 28, 2005 /s/ Clyde W. Smith, Jr. - -------------------------- Clyde W. Smith, Jr. Director December 28, 2005
-6- INDEX TO EXHIBITS Exhibit No. Document Description ----------- -------------------- 5 Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the validity of the common stock 23.1 Consent of H.J. Gruy and Associates, Inc. 23.2 Consent of Ernst & Young LLP -7- EX-5 2 ex5_112041.txt EXHIBIT 5 OPINION OF J&G Exhibit 5 Jenkens & Gilchrist AUSTIN, TEXAS A PROFESSIONAL CORPORATION (512) 499-3800 CHICAGO, ILLINOIS 1401 MCKINNEY (312) 425-3900 SUITE 2600 DALLAS, TEXAS HOUSTON, TEXAS 77010 (214) 855-4500 LOS ANGELES, CALIFORNIA (310)820-8800 PASADENA, CALIFORNIA Donald Brodsky (713) 951-3300 (626)578-7400 (713) 951-3314 FACSIMILE (713) 951-3314 SAN ANTONIO, TEXAS dbrodsky@jenkens.com (210)246-5000 www.jenkens.com WASHINGTON, D.C. (202)326-1500 December 28, 2005 Swift Energy Company 16825 Northchase Drive, Suite 400 Houston, Texas 77060 Ladies and Gentlemen: We have acted as securities counsel to Swift Energy Company (formerly New Swift Energy Company), a Texas corporation ("Swift"), in connection with the Post-Effective Amendment No. 2 to Registration Statement No. 333-112041 on Form S-3 (the "Registration Statement"), filed by Swift with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), with respect to Swift's adoption of the Registration Statement as the successor issuer to Swift Energy Company, a Texas corporation, as it was constituted prior to 9:00 a.m., local time in Austin, Texas on December 28, 2005 (the "Predecessor"), pursuant to Rule 414 of the Act. The Registration Statement covers shares of common stock, par value $.01 per share, of Swift ("Common Stock"), preferred stock, par value $.01 per share, of Swift in one or more series ("Preferred Stock"), unsecured debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness of Swift ("Debt Securities"), shares of Preferred Stock which may be issued in the form of depositary shares ("Depositary Shares") evidenced by depositary receipts, and warrants to purchase Common Stock or Preferred Stock ("Warrants") which may be issued and sold by Swift, in an amount not to exceed $350,000,000. The Common Stock, Preferred Stock, Debt Securities, Depositary Shares and Warrants will be referred to herein collectively as the "Securities." The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions contained in the Registration Statement to which this opinion is an exhibit. Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement (i) any series of the Debt Securities will be issued under an Indenture (the "Indenture") between Swift and a United States banking institution to be selected by Swift, as trustee, a form of which has previously filed as an exhibit to the Registration Statement; (ii) any series of the Preferred Stock will be issued under Swift's Articles of Incorporation and a Certificate of Designation (the "Certificate of Designation"); (iii) any shares of the Common Stock are to be issued under Swift's Articles of Incorporation; (iv) any Depositary Shares will be issued under one or more Deposit Agreements (each a "Deposit Agreement") to be entered into between Swift and depositories to be named by Swift (each a "Depository"); and (v) any Warrants will be issued under one or more Warrant Agreements (each a "Warrant Agreement") to be entered into between Swift and warrant agents to be named by Swift (each a "Warrant Agent"). In connection with this opinion, we have examined and relied upon the accuracy of original, certified or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set out below, including (i) the Registration Statement, (ii) Swift's Articles of Incorporation and Bylaws; (iii) copies of resolutions of Swift's and the Predecessor's boards of directors ("Board") authorizing the filing of the Registration Statement and amendment thereto; and (iv) the form of Indenture. In addition, we have reviewed such questions of law as we have considered appropriate. As to any facts material to our opinion, 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 Swift. In all such examinations, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will comply with all applicable laws, (ii) a proper prospectus supplement ("Prospectus Supplement") will have been prepared and filed with the Commission describing the Securities offered thereby, (iii) all Securities issued will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate Prospectus Supplement, (iv) the Indenture, together with any supplemental indenture or other instruments establishing a series of Debt Securities to be issued under the Indenture, will each be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us or with changes that do not affect the opinions given hereunder; (v) at the time of any offering or sale of any shares of Common Stock or Preferred Stock, Swift will have such number of shares of Common Stock or Preferred Stock authorized or created and available for issuance as may be offered and sold and as are issuable upon the conversion, exchange or exercise of any Securities that may be offered and sold, (vi) any definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by Swift and the other parties thereto, (vii) there shall be no change in law affecting the validity of any of the Securities (between the date hereof and the date of issuance and sale of such Securities), and (viii) all parties to agreements involving the issuance or sale of the Securities will perform their obligations thereunder in compliance with the terms of such documents. Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that: 1. With respect to the Common Stock, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and sale of the Common Stock to be issued, the terms of the offering thereof and related matters, (ii) such shares of Common Stock have been issued and delivered in accordance with the provisions of any applicable definitive purchase or underwriting or other agreement binding on Swift and the terms of which have been approved by the Board (or a committee thereof), and (iii) Swift has received payment of the cash or other lawful consideration provided to be paid for the Common Stock, which consideration shall not be less than the par value thereof, such shares of Common Stock will be legally issued, fully paid and nonassessable. 2. With respect to the Preferred Stock, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and terms of such Preferred Stock that may be issued, the terms of the offering thereof and related matters, (ii) a Certificate of Designation under, or an amendment of, Swift's Articles of Incorporation setting forth the powers, designations, preferences and relative, participating, optional or other special rights of the Preferred Stock and the qualifications and restrictions of such preferences and/or rights has been filed with the Secretary of State of Texas, (iii) such shares of Preferred Stock have been issued and delivered in accordance with the provisions of any applicable definitive purchase, underwriting or similar agreement and the terms of which have been approved by the Board (or a committee thereof), and (iv) Swift has received payment of the cash or other lawful consideration provided to be paid for the Preferred Stock, which consideration shall not be less than the par value thereof, such shares of Preferred Stock will be legally issued, fully paid and nonassessable. 3. With respect to the Debt Securities, when (i) the applicable Indenture relating to the Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the Trustee that is a party to the Indenture relating to such Debt Securities has been duly qualified and has filed with the Commission a Statement of Eligibility of Trustee on Form T-1 for the Debt Securities, (iii) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, (iv) the terms of such Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Swift and so as to comply with any requirements or restriction imposed by any court or governmental body having jurisdiction over Swift, (v) the Indenture has been duly authorized, executed and delivered by the parties thereto, (vi) the certificates representing the Debt Securities have been duly executed, authenticated, countersigned, registered, issued and delivered in accordance with the Indenture and any applicable definitive purchase, underwriting or similar agreement, (vii) the Debt Securities have been issued and delivered in accordance with the provisions of any applicable definitive purchase, underwriting or similar agreement and the terms of which have been approved by the Board (or a committee thereof), and (viii) Swift has received payment of the consideration provided to be paid for the Debt Securities, such Debt Securities will constitute valid and legally binding obligations of Swift. 4. With respect to the Depositary Shares, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the creation of and issuance and terms of the Depositary Shares, the terms of the offering thereof and related matters, (ii) the Deposit Agreement relating to the Depositary Shares in which the Depository thereunder is duly appointed and the related depositary receipts have been duly authorized and validly executed and delivered by Swift and the Depository appointed by Swift, (iii) the shares of Preferred Stock underlying the Depositary Shares have been deposited with the Depository (iv) such Depositary Shares have been issued and delivered in accordance with the provisions of the Deposit Agreement, the terms of any applicable definitive purchase underwriting or similar agreement, and the terms of which have been approved by the Board (or a committee thereof), and (iv) Swift has received payment of the consideration provided to be paid for the Depositary Shares, such Depositary Shares will be legally issued, fully paid and nonassessable. 5. With respect to the Warrants, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the creation of and issuance and terms of the Warrants, the terms of the offering thereof and related matters (including any Common Stock or Preferred Stock issued upon exercise of the Warrants), (ii) any Warrant Agreement entered into in connection therewith (the "Warrant Agreement") has been duly authorized and validly executed and delivered by Swift and the warrant agent thereunder appointed by Swift, (iii) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the applicable Warrant Agreement and any applicable definitive purchase, underwriting or similar agreement, and the terms of which have been approved by the Board (or a committee thereof), and (iv) Swift has received payment of the consideration provided to be paid for the Warrants, such Warrants will be legally issued, fully paid and nonassessable and will constitute valid and legally binding obligations of Swift. 6. With respect to Preferred Stock, Common Stock and Debt Securities ("Underlying Securities") that may be issued on the conversion, exchange or exercise of any Securities, when (i) the Underlying Security is issued in accordance with the term of the Security for which it is exchangeable, exercisable or convertible, including the receipt by Swift of any additional consideration to be paid therefor, and (ii) with respect to Underlying Securities that are Debt Securities, the conditions set forth in paragraph 3 above, as applicable, are satisfied, shares of Preferred Stock and Common Stock that are issued as Underlying Securities will be legally issued, fully paid and nonassessable and Debt Securities that are issued as Underlying Securities will constitute valid and legally binding obligations of Swift. The opinions set forth in paragraphs 3 and 6 above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The foregoing opinions are limited to the laws of the State of New York, the laws of the United States of America and the Texas Business Corporation Act ("TBCA"), including provisions of the Texas Constitution that are applicable to the TBCA and reported judicial interpretations under the TBCA. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Opinions" in the Prospectus forming a part of the Registration Statement. In giving this consent, this firm does not admit that it is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Respectfully submitted, Jenkens & Gilchrist, A Professional Corporation By: /s/ Donald W. Brodsky -------------------------------------------- Donald W. Brodsky EX-23 3 ex23_1112041.txt EXHIBIT 23.1 CONSET OF H.J. GRUY EXHIBIT 23.1 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. We consent to the use of the name H.J. Gruy and Associates, Inc. in Post-Effective Amendment No. 1 to Registration Statement No. 333-112041 on Form S-3 filed with the United States Securities and Exchange Commission on or about December 28, 2005. We further consent to references to our "Summary of H.J. Gruy and Associates, Inc. Year End 2004 Reserves Audit Report, dated January 27, 2005," "Summary of H.J. Gruy and Associates, Inc. Year End 2003 Reserves Audit Report, dated January 23, 2004," and "Summery of H.J. Gruy and Associates, Inc. Year End 2002 Reserves Audit Report, dated February 7, 2003," (our "Reports"), information taken from our Reports, and references to H.J. Gruy and Associates, Inc. in the Swift Energy Company Form 10-K for the fiscal year ending December 31, 2004, which is incorporated by referenced in the Form S-3. By: /s/ Marilyn Wilson, P.E. ------------------------- Marilyn Wilson, P.E. President and Chief Operating Officer Houston, Texas December 14, 2005 EX-23 4 ex232_112041.txt EXHIBIT 23.2 CONSENT OF E&Y Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our reports dated March 11, 2005, with respect to the consolidated financial statements of Swift Energy Company included in its Annual Report (Form 10-K) for the year ended December 31, 2004, Swift Energy Company management's assessment of the effectiveness of internal control over financial reporting, and the effectivess of internal control over financial reporting of Swift Energy Company, in Post-Effective Amendment No. 2 to the Registration Statement (Form S-3 No. 333-112041). /s/ Ernst & Young Houston, Texas December 22, 2005 -----END PRIVACY-ENHANCED MESSAGE-----