-----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, URuqoDjfqxcbzQaPz/bBAlBeNQ4wzXI/9yM3hx/Y/YQFNrhCKVnTlpdNG9wS4f1K IeUtPCqKyjoPGdHSxXkJyw== 0000950129-03-003003.txt : 20030530 0000950129-03-003003.hdr.sgml : 20030530 20030530153828 ACCESSION NUMBER: 0000950129-03-003003 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE TRUST I CENTRAL INDEX KEY: 0001109117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-105536-04 FILM NUMBER: 03725867 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BOULEVARD SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132966000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE TRUST II CENTRAL INDEX KEY: 0001109118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-105536-03 FILM NUMBER: 03725866 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BOULEVARD SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7132966000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE FINANCE CANADA II CORP CENTRAL INDEX KEY: 0001230169 IRS NUMBER: 980397056 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-105536-01 FILM NUMBER: 03725869 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE FINANCE AUSTRALIA PTY LTD CENTRAL INDEX KEY: 0001230168 IRS NUMBER: 980397057 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-105536-02 FILM NUMBER: 03725870 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-105536 FILM NUMBER: 03725868 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 S-3/A 1 h06362a1sv3za.txt APACHE CORPORATION - AMENDMENT #1 TO 333-105536 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 2003 REGISTRATION NO. 333-105536 333-105536-01 333-105536-02 333-105536-03 333-105536-04 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- APACHE CORPORATION APACHE TRUST I APACHE TRUST II APACHE FINANCE AUSTRALIA PTY LTD (ACN 104 261 261) APACHE FINANCE CANADA II CORPORATION (Exact name of each registrant as specified in its charter or certificate of trust) DELAWARE NO. 41-0747868 DELAWARE NO. 76-6159546 DELAWARE NO. 76-6159545 AUSTRALIAN CAPITAL TERRITORY NO. 98-0397057 NOVA SCOTIA NO. 98-0397056 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Numbers) ONE POST OAK CENTRAL ERIC L. HARRY 2000 POST OAK BOULEVARD, SUITE 100 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 HOUSTON, TEXAS 77056-4400 (713) 296-6000 (713) 296-6000 (Address, including zip code, and telephone number, (Name, address, including zip code, and telephone including area code, of registrant's principal executive number, offices) including area code, of agent for service)
--------------------- COPIES TO: RALPH K. MILLER, JR. CRAIG E. CHAPMAN MICHAEL VALADEZ CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS SIDLEY AUSTIN BROWN & WOOD LLP 1531 DEFENSE HIGHWAY & MARTIN 787 SEVENTH AVENUE GAMBRILLS, MARYLAND 21054 1200 SMITH STREET, SUITE 1400 NEW YORK, NEW YORK 10019 HOUSTON, TEXAS 77002-4310
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. 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 of 1933, check the following box and list the Securities Act of 1933 registration statement number of the 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 of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] --------------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Estimated expenses, other than underwriting discounts and commissions, in connection with the issuance and distribution of the securities are as follows: Securities and Exchange Commission filing fee............... $121,350 Rating agency fees.......................................... 75,000 Legal fees and expenses..................................... 300,000 Accounting fees and expenses................................ 113,000 Trustees' fees and expenses................................. 60,000 Printing and engraving...................................... 150,000 Miscellaneous............................................... 45,000 -------- Total..................................................... $864,350 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS APACHE CORPORATION Apache's Certificate of Incorporation and bylaws provide that, to the full extent permitted under the Delaware General Corporation Law, Apache's directors shall not be personally liable for monetary damages. Apache's bylaws provide that Apache shall indemnify its officers, directors, employees and agents. Section 145 of the Delaware General Corporation Law, inter alia, authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of the corporation, because such person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses, including attorneys' fees, actually and reasonably incurred in defense or settlement of any such pending, completed or threatened action or suit by or in the right of the corporation if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that, unless a court of competent jurisdiction otherwise provides, such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. Apache maintains policies insuring its and its subsidiaries' officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. Article VII of Apache's bylaws provides, in substance, that directors, officers, employees and agents of Apache shall be indemnified to the extent permitted by Section 145 of the Delaware General Corporation II-1 Law. Additionally, Article Seventeen of Apache's restated certificate of incorporation eliminates in certain circumstances the monetary liability of directors of Apache for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director: - for a breach of the director's duty of loyalty to Apache or its stockholders; - for acts or omissions by the director not in good faith; - for acts or omissions by a director involving intentional misconduct or a knowing violation of the law; - under Section 174 of the Delaware General Corporation Law, which relates to the declaration of dividends and purchase or redemption of shares in violation of the Delaware General Corporation Law; and - for transactions from which the director derived an improper personal benefit. Reference is made to the form of underwriting agreements to be incorporated by reference in this registration statement for a description of the indemnification arrangements Apache, the Apache Trusts, Apache Finance Canada Corporation and Apache Australia agree to in connection with offerings of the securities registered by this registration statement. THE APACHE TRUSTS The Apache Trusts' trust agreements provide that no trustee, affiliate of any trustee or any officers, directors, stockholders, members, partners, employees, representatives or agents of any trustee or any employee or agent of the Apache Trust or its affiliates, each referred to as an "indemnified person," shall be liable, responsible or accountable in damages or otherwise to the Apache Trust, or any officers, directors, stockholders, partners, members, employees, representatives or agents of the Apache Trust or its affiliates or to any holders of trust preferred securities of the Apache Trust for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the indemnified person in good faith on behalf of such Apache Trust and in a manner the indemnified person reasonably believed to be within the scope of the authority conferred on it by the trust agreement or by law, except that the indemnified person shall be liable for any loss, damage or claim incurred by reason of that indemnified person's gross negligence (or, in the case of the property trustee of the Apache Trust, negligence), bad faith or willful misconduct with respect to such acts or omissions. The trust agreements also provide that Apache shall indemnify each administrative trustee, their affiliates, any officers, directors, shareholders, members, partners, employees, representatives or agents of any administrative trustee or any affiliate of any administrative trustee, or any officer, employee or agent of the Apache Trust or its affiliates, each referred to as a "company indemnified person," who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Apache Trust), against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred if such company indemnified person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Apache Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Apache will also indemnify any company indemnified person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Apache Trust to procure a judgment in its favor against expenses (including reasonable attorneys' fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Apache Trust, except that no such indemnification shall be made if such company indemnified person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper. II-2 The trust agreement further provides that expenses (including legal fees) incurred by a company indemnified person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall, from time to time, be advanced by Apache prior to the final disposition of such action, suit or proceeding upon receipt by Apache of an undertaking by or on behalf of the company indemnified person to repay such amount if it shall be determined that the company indemnified person is not entitled to be indemnified pursuant to the trust agreement. Notwithstanding the foregoing, no advance shall be made by Apache if a determination is reasonably and promptly made, as provided in the trust agreement, that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Trust, or, with respect to any criminal proceeding, that such company indemnified person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made if the administrative trustees, independent legal counsel or common security holder reasonably determine, as provided in the trust agreement, that such person deliberately breached such person's duty to the Trust or its common or trust preferred security holders. The trust agreements also provide that Apache shall indemnify the property trustee, the Delaware trustee, any affiliate of the property trustee or the Delaware trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the property trustee or Delaware trustee, each a "fiduciary indemnified person," for and hold each such fiduciary indemnified person harmless against any loss, liability or expense to the extent incurred without gross negligence (or in the case of the property trustee, negligence), bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the Apache Trust, including costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties under the trust agreement. APACHE FINANCE CANADA II CORPORATION The Articles of Association of Apache Finance Canada II Corporation provide, in substance, that every director and officer of Apache Canada shall be indemnified by Apache Finance Canada II Corporation against all costs, losses and expenses which such person may incur by reason of any contract entered into, or any act or thing done, by him in such capacity or in anyway in the discharge of his duties. Nova Scotia law does not make any statutory provision for, nor impose any statutory restriction upon, the ability of a company to indemnify directors and officers. Although the matter has not been judicially considered, the obligation to indemnify may not extend to losses occasioned by a breach by a director of his common law fiduciary duty to Apache Finance Canada II Corporation. APACHE FINANCE AUSTRALIA PTY LTD Section 199A of the Australian Corporations Act 2001 (Cth) (the "Corporations Act") prohibits a company or a related body corporate (as defined in the Corporations Act) from exempting a person (whether directly or through an interposed entity) from a liability to the company incurred as an officer of the company. Officer includes a director or secretary, and also includes a person who participates in making decisions that affect a substantial part of the business, who has the capacity to affect significantly the company's financial standing or in accordance with whose instructions or wishes the directors of the company are accustomed to act. In addition, an officer cannot be indemnified by a company or its related body corporate against: (a) a liability owed to the company or a related body corporate; (b) a liability for a pecuniary civil penalty order under the Corporations Act or a compensation order under the Corporations Act in favour of the company; or (c) a liability that is owed to a third person and that did not arise out of conduct in good faith. II-3 A company or related body corporate is also prohibited from indemnifying a person against legal costs incurred in defending an action for a liability incurred as an officer of the company if the costs are incurred: (a) in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified; (b) in defending or resisting criminal proceedings in which the person is found guilty; (c) in defending or resisting proceedings brought by the Australian Securities and Investments Commission ("ASIC"), or by a liquidator, seeking a court order if the grounds for making the order are found by the court to have been established (other than costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or (d) in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief. Section 199B provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of: (a) conduct involving a wilful breach of duty in relation to the company; or (b) misuse of the person's position or corporate information. Under section 199C, anything that purports to indemnify or insure a person against a liability, or exempt them from a liability, is void to the extent that it contravenes section 199A or 199B. Article 94 of the Constitution of Apache Finance Australia Pty Ltd provides that its directors, secretaries, officers, employees, trustees and former officers shall be indemnified to the extent Apache Finance Australia Pty Ltd is not precluded by law from doing so. Article 94 also provides that on the authority of the Board, Apache Finance Australia Pty Ltd may execute a documentary indemnity in favor of any officer of the corporation and purchase insurance on behalf of or in respect of any officer of the corporation against any liability incurred by the officer in or arising out of the conduct of the business of the corporation or in or arising out of the discharge of the duties of the officer. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1 Each form of underwriting agreement will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.1 Restated Certificate of Incorporation of Apache (incorporated by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K, dated December 17, 1999, SEC File No. 1-4300). 4.2 Bylaws of Apache, as amended through May 2, 2002 (incorporated by reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, SEC File No. 1-4300). 4.3 Form of Apache's common stock certificate (incorporated by reference to Exhibit 4.1 to the Apache's Annual Report on Form 10-K for year ended December 31, 1995, SEC File No. 1-4300). 4.4 Rights Agreement dated January 31, 1996, between Apache and Norwest Bank Minnesota, N.A., rights agent, relating to the declaration of a rights dividend to Apache's common shareholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, SEC File No. 1-4300).
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.5 Form of Apache's Right Certificate (incorporated by reference to Exhibit (b) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, SEC File No. 1-4300). *4.6 Senior Indenture, dated February 15, 1996, between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the senior debt securities and guarantees. *4.7 First Supplemental Indenture to the Senior Indenture, dated as of November 5, 1996, between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the senior debt securities and guarantees. *4.8 Form of Senior Indenture among Apache Finance Australia Pty Ltd, Apache and JPMorgan Chase Bank, as trustee, governing the senior debt securities and guarantees. *4.9 Form of Senior Indenture among Apache Finance Canada II Corporation, Apache and JPMorgan Chase Bank, as trustee, governing the senior debt securities and guarantees. *4.10 Form of Subordinated Indenture between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the subordinated debt securities. *4.11 Form of Subordinated Indenture among Apache Finance Australia Pty Ltd, Apache and JPMorgan Chase Bank, as trustee, governing the subordinated debt securities and guarantees. *4.12 Form of Subordinated Indenture among Apache Finance Canada II Corporation, Apache and JPMorgan Chase Bank, as trustee, governing the subordinated debt securities and guarantees. 4.13 Each form of deposit agreement will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.14 Each form of preferred securities certificate of designation will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. *4.15 Form of Trust Preferred Securities Guarantee Agreement for Apache Trust I and Apache Trust II. 4.16 Certificate of Trust of Apache Trust I (incorporated by reference to Exhibit 4.10 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.17 Certificate of Trust of Apache Trust II (incorporated by reference to Exhibit 4.11 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.18 Trust Agreement of Apache Trust I (incorporated by reference to Exhibit 4.12 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.19 Trust Agreement of Apache Trust II (incorporated by reference to Exhibit 4.13 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). *4.20 Form of Amended and Restated Trust Agreement for Apache Trust I and Apache Trust II. 4.21 Form of Purchase Contract Agreement between Apache Corporation and JPMorgan Chase Bank, as purchase contract agent, will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.22 Form of Pledge Agreement between Apache Corporation, JPMorgan Chase Bank, as collateral agent, custodial agent, securities intermediary, and JPMorgan Chase Bank, as purchase contract agent, will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.23 Form of Remarketing Agreement between Apache Corporation and the remarketing agent named therein will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. **5.1 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin regarding legality of securities being registered by Apache. **5.2 Opinion of Allens Arthur Robinson regarding legality under Australian law of securities being registered by Apache Finance Australia Pty Ltd. **5.3 Opinion of McInnes Cooper regarding legality under the laws of Nova Scotia of securities being registered by Apache Finance Canada II Corporation.
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- *5.4 Opinion of Richards, Layton & Finger, P.A. regarding legality of securities being registered by Apache Trust I and Apache Trust II, respectively. 12.1 Statements of computation of ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred stock dividends (incorporated by reference to Exhibit 12.1 to Apache's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, SEC File No. 1-4300). *23.1 Consent of Ernst & Young LLP, Houston, Texas. 23.2 Consent of Arthur Andersen LLP, Houston, Texas (omitted pursuant to Rule 437a of the Securities Act of 1933, as amended). 23.3 Consent of Chamberlain, Hrdlicka, White, Williams & Martin (included in Exhibit 5.1). *23.4 Consent of Bennett Jones LLP. 23.5 Consent of Allens Arthur Robinson (included in Exhibit 5.2). 23.6 Consent of McInnes Cooper (included in Exhibit 5.3). 23.7 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.4). *23.8 Consent of Ryder Scott Company Petroleum Engineers. *24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement). 24.2 Power of Attorney for Apache, as sponsor, to sign the Registration Statement on behalf Apache Trust I (included in Exhibit 4.18). 24.3 Power of Attorney for Apache, as sponsor, to sign the Registration Statement on behalf of Apache Trust II (included in Exhibit 4.19). *25.1 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures between Apache and JPMorgan Chase Bank, as guarantee trustee under the guarantee of Apache Corporation with respect to the Senior and Subordinated Indentures of each of Apache Finance Australia Pty Ltd and Apache Finance Canada II Corporation and as guarantee trustee with respect to the guarantee of Apache Corporation under the Trust Preferred Securities Guarantee Agreement for each of Apache Trust I and Apache Trust II. *25.2 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures among Apache, Apache Finance Australia Pty Ltd and JPMorgan Chase Bank, as trustee. *25.3 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures among Apache, Apache Finance Canada II Corporation and JPMorgan Chase Bank, as trustee. *25.4 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as property trustee under the Amended and Restated Trust Agreement for Apache Trust I. *25.5 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as property trustee under the Amended and Restated Trust Agreement for Apache Trust II.
- --------------- * Previously filed ** Filed herewith II-6 ITEM 17. UNDERTAKINGS 1. The undersigned Registrants hereby undertake: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement. (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculations of Registration Fee" table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, that are incorporated by reference in the Registration Statement; (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of Apache's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions described under Item 15 above, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any Registrant of expenses incurred or paid by a director, officer or controlling person of that Registrant in the successful defense of any action, suit or proceeding) is asserted against any Registrant by such director, officer or controlling person in connection with the securities being registered, that Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-7 4. The undersigned Registrants hereby undertake that: (a) For the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective; and (b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, each of the following Registrants 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on May 30, 2003. APACHE CORPORATION By: /s/ ROGER B. PLANK ------------------------------------ Roger B. Plank Executive Vice President and Chief Financial Officer APACHE TRUST I By: Apache Corporation, as sponsor By: /s/ ROGER B. PLANK ------------------------------------ Roger B. Plank Executive Vice President and Chief Financial Officer APACHE TRUST II By: Apache Corporation, as sponsor By: /s/ ROGER B. PLANK ------------------------------------ Roger B. Plank Executive Vice President and Chief Financial Officer II-9 Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by an attorney-in-fact on behalf of the following persons, in the capacities and on the dates indicated.
SIGNATURE TITLE --------- ----- * Director, President, Chief Executive Officer - -------------------------------------- and Chief Operating Officer G. Steven Farris (Principal Executive Officer) /s/ ROGER B. PLANK Executive Vice President and - -------------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) * Vice President and Controller - -------------------------------------- (Principal Accounting Officer) Thomas L. Mitchell * Chairman of the Board - -------------------------------------- Raymond Plank * Director - -------------------------------------- Frederick M. Bohen * Director - -------------------------------------- Randolph M. Ferlic * Director - -------------------------------------- Eugene C. Fiedorek * Director - -------------------------------------- A.D. Frazier, Jr. * Director - -------------------------------------- Patricia A. Graham * Director - -------------------------------------- John A. Kocur * Director - -------------------------------------- George D. Lawrence Jr. * Director - -------------------------------------- F.H. Merelli * Director - -------------------------------------- Rodman D. Patton * Director - -------------------------------------- Charles J. Pitman
II-10
SIGNATURE TITLE --------- ----- * Director - -------------------------------------- Jay A. Precourt *By: /s/ ROGER B. PLANK ------------------------------ Roger B. Plank Attorney-in-Fact
Date: May 30, 2003 II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Apache Finance Canada II Corporation 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on May 30, 2003. APACHE FINANCE CANADA II CORPORATION By: /s/ ROGER B. PLANK ------------------------------------ Roger B. Plank Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by an attorney-in-fact on behalf of the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE --------- ----- * Chief Executive Officer - -------------------------------------- (Principal Executive Officer) G. Steven Farris /s/ ROGER B. PLANK Director, Executive Vice President and - -------------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) * Vice President and Controller - -------------------------------------- (Principal Accounting Officer) Thomas L. Mitchell * Director - -------------------------------------- Floyd R. Price * Director - -------------------------------------- Eric L. Harry * Director - -------------------------------------- John F. Curran * Director - -------------------------------------- James G. Smeltzer *By: /s/ ROGER B. PLANK ------------------------------ Roger B. Plank Attorney-in-Fact
Date: May 30, 2003 II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Apache Finance Australia Pty Ltd 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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas on May 30, 2003. APACHE FINANCE AUSTRALIA PTY LTD By: /s/ ROGER B. PLANK ------------------------------------ Roger B. Plank Executive Vice President and Chief Financial Officer 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.
SIGNATURE TITLE --------- ----- * Chief Executive Officer - -------------------------------------- (Principal Executive Officer) G. Steven Farris /s/ ROGER B. PLANK Director, Executive Vice President and - -------------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) * Vice President - -------------------------------------- (Principal Accounting Officer) Thomas L. Mitchell * Director, Vice President - -------------------------------------- Eric L. Harry * Director - -------------------------------------- James K. Bass * Director - -------------------------------------- Neil J. McHarrie *By: /s/ ROGER B. PLANK ------------------------------ Roger B. Plank Attorney-in-Fact
Date: May 30, 2003 II-13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1 Each form of underwriting agreement will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.1 Restated Certificate of Incorporation of Apache (incorporated by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K, dated December 17, 1999, SEC File No. 1-4300). 4.2 Bylaws of Apache, as amended through May 2, 2002 (incorporated by reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, SEC File No. 1-4300). 4.3 Form of Apache's common stock certificate (incorporated by reference to Exhibit 4.1 to the Apache's Annual Report on Form 10-K for year ended December 31, 1995, SEC File No. 1-4300). 4.4 Rights Agreement dated January 31, 1996, between Apache and Norwest Bank Minnesota, N.A., rights agent, relating to the declaration of a rights dividend to Apache's common shareholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, SEC File No. 1-4300). 4.5 Form of Apache's Right Certificate (incorporated by reference to Exhibit (b) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, SEC File No. 1-4300). *4.6 Senior Indenture, dated February 15, 1996, between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the senior debt securities and guarantees. *4.7 First Supplemental Indenture to the Senior Indenture, dated as of November 5, 1996, between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the senior debt securities and guarantees. *4.8 Form of Senior Indenture among Apache Finance Australia Pty Ltd, Apache and JPMorgan Chase Bank, as trustee, governing the senior debt securities and guarantees. *4.9 Form of Senior Indenture among Apache Finance Canada II Corporation, Apache and JPMorgan Chase Bank, as trustee, governing the senior debt securities and guarantees. *4.10 Form of Subordinated Indenture between Apache and JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank, as trustee, governing the subordinated debt securities. *4.11 Form of Subordinated Indenture among Apache Finance Australia Pty Ltd, Apache and JPMorgan Chase Bank, as trustee, governing the subordinated debt securities and guarantees. *4.12 Form of Subordinated Indenture among Apache Finance Canada II Corporation, Apache and JPMorgan Chase Bank, as trustee, governing the subordinated debt securities and guarantees. 4.13 Each form of deposit agreement will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.14 Each form of preferred securities certificate of designation will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. *4.15 Form of Trust Preferred Securities Guarantee Agreement for Apache Trust I and Apache Trust II. 4.16 Certificate of Trust of Apache Trust I (incorporated by reference to Exhibit 4.10 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.17 Certificate of Trust of Apache Trust II (incorporated by reference to Exhibit 4.11 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.18 Trust Agreement of Apache Trust I (incorporated by reference to Exhibit 4.12 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). 4.19 Trust Agreement of Apache Trust II (incorporated by reference to Exhibit 4.13 to Apache's Registration Statement on Form S-3, Registration No. 333-32580, filed March 15, 2000). *4.20 Form of Amended and Restated Trust Agreement for Apache Trust I and Apache Trust II. 4.21 Form of Purchase Contract Agreement between Apache Corporation and JPMorgan Chase Bank, as purchase contract agent, will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.22 Form of Pledge Agreement between Apache Corporation, JPMorgan Chase Bank, as collateral agent, custodial agent, securities intermediary, and JPMorgan Chase Bank, as purchase contract agent, will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. 4.23 Form of Remarketing Agreement between Apache Corporation and the remarketing agent named therein will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. **5.1 Opinion of Chamberlain, Hrdlicka, White, Williams & Martin regarding legality of securities being registered by Apache. **5.2 Opinion of Allens Arthur Robinson regarding legality under Australian law of securities being registered by Apache Finance Australia Pty Ltd. **5.3 Opinion of McInnes Cooper regarding legality under the laws of Nova Scotia of securities being registered by Apache Finance Canada II Corporation. *5.4 Opinion of Richards, Layton & Finger, P.A. regarding legality of securities being registered by Apache Trust I and Apache Trust II, respectively. 12.1 Statements of computation of ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred stock dividends (incorporated by reference to Exhibit 12.1 to Apache's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, SEC File No. 1-4300). *23.1 Consent of Ernst & Young LLP, Houston, Texas. 23.2 Consent of Arthur Andersen LLP, Houston, Texas (omitted pursuant to Rule 437a of the Securities Act of 1933, as amended). 23.3 Consent of Chamberlain, Hrdlicka, White, Williams & Martin (included in Exhibit 5.1). *23.4 Consent of Bennett Jones LLP. 23.5 Consent of Allens Arthur Robinson (included in Exhibit 5.2). 23.6 Consent of McInnes Cooper (included in Exhibit 5.3). 23.7 Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.4). *23.8 Consent of Ryder Scott Company Petroleum Engineers. *24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement). 24.2 Power of Attorney for Apache, as sponsor, to sign the Registration Statement on behalf Apache Trust I (included in Exhibit 4.18). 24.3 Power of Attorney for Apache, as sponsor, to sign the Registration Statement on behalf of Apache Trust II (included in Exhibit 4.19). *25.1 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures between Apache and JPMorgan Chase Bank, as guarantee trustee under the guarantee of Apache Corporation with respect to the Senior and Subordinated Indentures of each of Apache Finance Australia Pty Ltd and Apache Finance Canada II Corporation and as guarantee trustee with respect to the guarantee of Apache Corporation under the Trust Preferred Securities Guarantee Agreement for each of Apache Trust I and Apache Trust II. *25.2 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures among Apache, Apache Finance Australia Pty Ltd and JPMorgan Chase Bank, as trustee. *25.3 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as trustee under the Senior and Subordinated Indentures among Apache, Apache Finance Canada II Corporation and JPMorgan Chase Bank, as trustee.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- *25.4 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as property trustee under the Amended and Restated Trust Agreement for Apache Trust I. *25.5 Form T-1 Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of JPMorgan Chase Bank as property trustee under the Amended and Restated Trust Agreement for Apache Trust II.
- --------------- * Previously filed ** Filed herewith
EX-5.1 3 h06362a1exv5w1.txt OPINION OF CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS EXHIBIT 5.1 (CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN LETTERHEAD) May 30, 2003 Apache Corporation Apache Finance Australia Pty Ltd Apache Finance Canada II Corporation c/o Apache Corporation 2000 Post Oak Blvd. Suite 100 Houston, Texas 77056-4400 Ladies and Gentlemen: We are providing this opinion as counsel to Apache Corporation, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of $1,500,000,000 aggregate initial offering price of (i) preferred stock, no par value, of the Company ("Preferred Stock"), (ii) common stock, par value $1.25 per share, of the Company and related rights ("Common Stock"), (iii) senior unsecured debt securities of the Company (the "Senior Debt Securities"), (iv) subordinated unsecured debt securities of the Company (the "Subordinated Debt Securities"), (v) Depositary Shares of the Company ("Depositary Shares"), (vi) contracts to purchase (or sell) shares of Common Stock (the "Common Stock Purchase Contracts"), (vii) purchase units of the Company, each representing ownership of a Common Stock Purchase Contract and any Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, debt obligations of any other person, Trust Preferred Securities (as defined below) or any combination thereof ("Common Stock Purchase Units"), (viii) preferred securities (the "Trust Preferred Securities") of Apache Trust I and Apache Trust II, each a statutory trust created under the laws of the State of Delaware (each, a "Trust" and, collectively, the "Trusts"), (ix) senior unsecured debt securities of Apache Finance Australia Pty Ltd, a proprietary company with limited liability organized under the laws of the Australian Capital Territory and an indirect wholly-owned subsidiary of the Company ("Apache Australia") (the "Apache Australia Senior Debt Securities"), (x) subordinated unsecured debt securities of Apache Australia (the "Apache Australia Subordinated Debt Securities"), (xi) guarantees by the Company of each of the Apache Australia Senior Debt Securities and the Apache Corporation May 30, 2003 Page 2 of 8 Apache Australia Subordinated Debt Securities (the "Apache Australia Guarantees"), (xii) senior unsecured debt securities of Apache Finance Canada II Corporation, an unlimited liability company organized under the laws of the Province of Nova Scotia and an indirect wholly-owned subsidiary of the Company ("Apache Canada") (the "Apache Canada Senior Debt Securities"), (xiii) subordinated unsecured debt securities of Apache Canada (the "Apache Canada Subordinated Debt Securities"), (xiv) guarantees by the Company of each of the Apache Canada Senior Debt Securities and the Apache Canada Subordinated Debt Securities (the "Apache Canada Guarantees") and (xv) guarantees by the Company with respect to the Trust Preferred Securities (the "Trust Guarantees," and together with the Preferred Stock, the Common Stock, the Senior Debt Securities, the Subordinated Debt Securities, the Depositary Shares, the Common Stock Purchase Contracts, the Common Stock Purchase Units, the Trust Preferred Securities, the Apache Australia Senior Debt Securities, the Apache Australia Subordinated Debt Securities, the Apache Australia Guarantees, the Apache Canada Senior Debt Securities, the Apache Canada Subordinated Debt Securities and the Apache Canada Guarantees, the "Securities"), in each case, as described in the registration statement on Form S-3 (the "Registration Statement") of the Company, the Trusts, Apache Australia and Apache Canada in which this opinion is included as Exhibit 5.1. The Securities are to be offered upon the terms and subject to the conditions set forth in one or more underwriting agreements by and among the Company, the Trusts, Apache Australia and/or Apache Canada and the persons named as underwriters therein. The Senior Debt Securities are to be issued in one or more series pursuant to a Senior Indenture dated February 5, 1996, as supplemented on November 5, 1996, between the Company and JPMorgan Chase Bank, as trustee (the "Trustee") (the "Senior Indenture"). The Subordinated Debt Securities are to be issued in one or more series pursuant to a Subordinated Indenture to be entered into between the Company and the Trustee (the "Subordinated Indenture"). If so specified in the applicable prospectus supplement, the Preferred Stock may be represented by Depositary Shares entitling the holders proportionally to all rights and preferences of the Preferred Stock. The Depositary Shares will be issued pursuant to a deposit agreement (including a form of depositary receipt evidencing Depositary Shares (a "Depositary Receipt")) (the "Deposit Agreement") with respect to Depositary Shares to be entered into between the Company and a depositary (the "Depositary"). The Common Stock Purchase Contracts will be issued pursuant to one or more purchase contract agreements (each, a "Purchase Contract Agreement") to be entered into between the Company and JPMorgan Chase Bank, as purchase contract agent. The Apache Australia Senior Debt Securities and the related Apache Australia Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Australia and the Trustee (the "Australian Senior Indenture"). The Apache Australia Subordinated Debt Securities and the related Apache Australia Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Australia and the Trustee (the "Australian Subordinated Indenture"). The Apache Canada Senior Debt Securities and the related Apache Canada Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Canada and the Trustee (the "Canadian Senior Indenture"). The Apache Canada Subordinated Debt Securities and the related Apache Canada Guarantees are to be issued in one or more series pursuant to an Apache Corporation May 30, 2003 Page 3 of 8 Indenture to be entered into among the Company, Apache Canada and the Trustee (the "Canadian Subordinated Indenture"). The Trust Guarantees will be issued pursuant to one or more guarantee agreements to be entered into between the Company and JPMorgan Chase Bank, as Trust Preferred Securities guarantee trustee (each, a "Trust Guarantee Agreement" and, collectively, the "Trust Guarantee Agreements"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Registration Statement. In connection herewith, we have examined the Registration Statement and such other documents and instruments as we have deemed it necessary or appropriate for the expression of the opinions contained herein. In our examination, we have assumed the authenticity and completeness of all records, certificates and other instruments represented to us to be originals, the conformity to original documents of all records, certificates, and other instruments submitted to me as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that: 1. The Preferred Stock and the Common Stock proposed to be issued, including pursuant to conversion or exchange of other securities or settlement of Common Stock Purchase Contracts, when duly authorized, offered, issued and sold against payment of the consideration therefor as contemplated in the Registration Statement, will be validly issued, fully paid and non-assessable. 2. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of any supplemental indenture or officers' certificate related to the Senior Indenture, (b) any such supplemental indenture or officers' certificate has been executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with the Senior Indenture, the form and terms of Senior Debt Securities, (d) such Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Senior Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Senior Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 3. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of the Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered Apache Corporation May 30, 2003 Page 4 of 8 by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with the Subordinated Indenture, the form and terms of Subordinated Debt Securities, (d) such Subordinated Debt Securities have been duly executed and authenticated in accordance with the terms of the Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Subordinated Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 4. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Deposit Agreement, (b) such Deposit Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance of Preferred Stock and the deposit thereof with the Depositary pursuant to such Deposit Agreement and the issuance of the Depositary Shares representing interests therein, (d) duly authorized and validly issued, fully paid and non-assessable shares of such Preferred Stock shall have been deposited with the Depositary in accordance with such Deposit Agreement and such corporate action and the Depositary shall have duly executed, issued and delivered Depositary Receipts with such terms evidencing such Depositary Shares against payment of the consideration therefor, all in the manner provided for in such Deposit Agreement and such corporate action, and (e) such Depositary Shares are offered, issued and sold as contemplated in the Registration Statement, such Depositary Shares will entitle the holders thereof to the benefits provided therein and in the applicable Deposit Agreement. 5. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Purchase Contract Agreement, (b) such Purchase Contract Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with such Purchase Contract Agreement, the form and terms of Common Stock Purchase Contracts to be issued thereunder, (d) such Common Stock Purchase Contracts have been duly executed and authenticated in accordance with the terms of such Purchase Contract Agreement and (e) such Common Stock Purchase Contracts are offered, issued and sold as contemplated in the Registration Statement, such Common Stock Purchase Contracts will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Purchase Contract Agreement, (b) such Purchase Contract Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with a Purchase Contract Agreement, the form and terms of Common Stock Purchase Contracts and collateral arrangements relating to Common Stock Purchase Units, (d) the Common Stock Purchase Contracts and the documents governing the collateral arrangements relating to such Common Stock Purchase Units have been duly executed and Apache Corporation May 30, 2003 Page 5 of 8 authenticated in accordance with the terms thereof and (e) such Common Stock Purchase Units are offered, issued and sold as contemplated in the Registration Statement, such Common Stock Purchase Units will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 7. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Senior Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Australian Senior Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia, (c) appropriate corporate action has been taken by Apache Australia to authorize the issuance and establish, in accordance with the Australian Senior Indenture, the form and terms of Apache Australia Senior Debt Securities, (d) such Apache Australia Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Australian Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Australia Senior Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Apache Australia Senior Debt Securities will constitute valid and binding obligations of Apache Australia, enforceable against Apache Australia in accordance with their terms. 8. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Australian Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia, (c) appropriate corporate action has been taken by Apache Australia to authorize the issuance and establish, in accordance with the Australian Subordinated Indenture, the form and terms of Apache Australia Subordinated Debt Securities, (d) such Apache Australia Subordinated Securities have been duly executed and authenticated in accordance with the terms of the Australian Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Australia Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, the Apache Australia Subordinated Debt Securities will constitute legal, valid and binding obligations of Apache Australia, enforceable against Apache Australia in accordance with their terms. 9. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Senior Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Senior Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Canada, (c) appropriate corporate action has been taken by Apache Canada to authorize the issuance and establish, in accordance with the Canadian Senior Indenture, the form and terms of Apache Canada Senior Debt Securities, (d) such Apache Canada Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Canadian Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Canada Senior Debt Securities are offered, issued and Apache Corporation May 30, 2003 Page 6 of 8 sold as contemplated in the Registration Statement, the Apache Canada Senior Debt Securities will constitute legal, valid and binding obligations of Apache Canada, enforceable against Apache Canada in accordance with their terms. 10. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Canada, (c) appropriate corporate action has been taken by Apache Canada to authorize the issuance and establish, in accordance with the Canadian Subordinated Indenture, the form and terms of Apache Canada Subordinated Debt Securities, (d) such Apache Canada Subordinated Securities have been duly executed and authenticated in accordance with the terms of the Canadian Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Canada Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, the Apache Canada Subordinated Debt Securities will constitute legal, valid and binding obligations of Apache Canada, enforceable against Apache Canada in accordance with their terms. 11. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and any supplemental indenture or officers' certificate related thereto, (b) the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia and the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish the form, terms, execution and delivery of Apache Australia Guarantees, (d) such Apache Australia Guarantees have been duly executed and delivered by the Company and (e) when the Apache Australia Senior Debt Securities or the Apache Australia Subordinated Debt Securities, as the case may be, to which such Apache Australia Guarantees relate have been duly authenticated and delivered by the Trustee in accordance with the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and are offered, issued and sold as contemplated in the Registration Statement, the Apache Australia Guarantees will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms. 12. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Canada and the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish the form, terms, execution and delivery of the Apache Canada Guarantees, (d) the Apache Canada Guarantees have been duly executed and delivered by the Company and (e) and when the Apache Canada Senior Debt Securities or the Apache Canada Subordinated Debt Securities, as the case may be, Apache Corporation May 30, 2003 Page 7 of 8 to which such Guarantees relate have been duly authenticated and delivered by the Trustee in accordance with the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and are offered, issued and sold as contemplated in the Registration Statement, the Apache Canada Guarantees will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms. 13. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Trust Guarantee Agreement with respect to the Trust Preferred Securities to be entered into between the Company and the Trust Guarantee Trustee, (b) such Trust Guarantee Agreement shall have been duly executed and delivered by the Company, (c) such Trust Preferred Securities shall have been duly authorized for issuance by the applicable Trust's trust agreement, as the same may be amended or restated (the "Trust Agreement"), and duly executed, issued and delivered by duly authorized trustees of such Trust against payment of the consideration therefor and authenticated by the Trust Guarantee Trustee, all in the manner provided for in the Trust Agreement, and (d) such Trust Preferred Securities and the Trust Guarantee evidenced by such Trust Guarantee Agreement are offered, issued and sold as contemplated in the Registration Statement, such Trust Guarantee will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. In rendering the opinions expressed above, we have further assumed the due authorization, execution and delivery by, and the validity, binding effect and enforceability in accordance with its respective terms against, each party thereto other than the Company, Apache Australia or Apache Canada, as the case may be, of each indenture, supplemental indenture, Deposit Agreement, Purchase Contract Agreement or Trust Guarantee Agreement referred to above. The opinions expressed above regarding enforceability are each subject to the exception that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally or by general equitable principles, and further to the exception that enforceability may be limited by (i) requirements that claims with respect to any Senior Debt Securities, Subordinated Debt Securities, the Apache Australia Senior Debt Securities, the Apache Australia Subordinated Debt Securities, the Apache Canada Senior Debt Securities, the Apache Canada Subordinated Debt Securities, the Apache Australia Guarantees, the Apache Canada Guarantees, Common Stock Purchase Contracts, Common Stock Purchase Units or the Trust Guarantees denominated other than in U. S. Dollars (or a foreign currency or composite currency in respect of such claim) be converted into U.S. Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments outside the United States. We have further assumed with respect to enforceability that, when fixed, the terms of the Securities will comply with all applicable "bucket shop" or similar state laws, or have the availability of federal preemption therefrom. Apache Corporation May 30, 2003 Page 8 of 8 The opinions set forth above are limited in all respects to matters of Texas law and to the Delaware General Corporation Law. With your consent, we have relied solely on the opinions of Allens Arthur Robinson and McInnes Cooper, filed as Exhibits 5.2 and 5.3 to the Registration Statement, as to matters governed by the laws of Australia and the Australia Capital Territory and Canada and the Province of Nova Scotia, respectively. In rendering the opinions expressed above regarding the enforceability of any Senior Debt Securities, Subordinated Debt Securities, the Apache Australia Senior Debt Securities, the Apache Australia Subordinated Debt Securities, the Apache Canada Senior Debt Securities, the Apache Canada Subordinated Debt Securities, the Apache Australia Guarantees, the Apache Canada Guarantees, Common Stock Purchase Contracts, Common Stock Purchase Units or the Trust Guarantees, with your consent we have relied solely on the opinions of Sidley Austin Brown & Wood LLP, dated the date of this letter, a copy of which is attached hereto, to the extent such opinions concern the laws of the State of New York. We have not made an independent examination of the laws of Australia, Canada, the Australia Capital Territory, the Province of Nova Scotia or the State of New York, respectively. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included as part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Chamberlain, Hrdlicka, White, Williams & Martin (SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD) May 30, 2003 Apache Corporation Apache Finance Australia Pty Ltd Apache Finance Canada II Corporation c/o Apache Corporation 2000 Post Oak Blvd. Suite 100 Houston, Texas 77056-4400 Ladies and Gentlemen: We are providing this opinion as special counsel as to the laws of the State of New York in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of $1,500,000,000 aggregate initial offering price of (i) preferred stock, no par value ("Preferred Stock") of Apache Corporation, a Delaware corporation (the "Company"), (ii) common stock, par value $1.25 per share, of the Company and related rights ("Common Stock"), (iii) senior unsecured debt securities of the Company (the "Senior Debt Securities"), (iv) subordinated unsecured debt securities of the Company (the "Subordinated Debt Securities"), (v) Depositary Shares of the Company ("Depositary Shares"), (vi) contracts to purchase (or sell) shares of Common Stock (the "Common Stock Purchase Contracts"), (vii) purchase units of the Company, each representing ownership of a Common Stock Purchase Contract and any Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, debt obligations of any other person, Trust Preferred Securities (as defined below) or any combination thereof ("Common Stock Purchase Units"), (viii) preferred securities (the "Trust Preferred Securities") of Apache Trust I and Apache Trust II, each a statutory trust created under the laws of the State of Delaware (each, a "Trust" and, collectively, the "Trusts"), (ix) senior unsecured debt securities of Apache Finance Australia Pty Ltd, a proprietary company with limited liability organized under the laws of the Australian Capital Territory and an indirect wholly-owned subsidiary of the Company ("Apache Australia") (the "Apache Australia Senior Debt Securities"), (x) the subordinated unsecured debt securities of Apache Australia (the "Apache Australia Subordinated Debt Securities"), (xi) guarantees by the Company of each of the Apache Australia Senior Debt Securities and the Apache Australia Subordinated Debt Securities (the "Apache Australia Guarantees"), (xii) senior unsecured debt securities of Apache Finance Canada II Corporation, an unlimited liability company organized under the laws of the Province of Nova Scotia and an indirect wholly-owned subsidiary of the Company ("Apache Canada") (the "Apache Canada Senior Debt Securities"), (xiii) subordinated unsecured debt securities of Apache Canada (the "Apache Canada Subordinated Debt Securities"), (xiv) guarantees by the Company of each of the Apache Canada Senior Debt Securities and the Apache Canada Subordinated Debt Securities (the "Apache Canada Guarantees") and (xv) guarantees by the Company with respect to the Trust Preferred Securities (the "Trust Guarantees," and together with the Preferred Stock, the Common Stock, the Senior Debt Securities, the Subordinated Debt Securities, the Depositary Shares, the Common Stock Purchase Contracts, the Common Stock Purchase Units, the Trust Preferred Securities, the Apache Australia Senior Debt Securities, the Apache Australia Subordinated Debt Securities, the Apache Australia Guarantees, the Apache Canada Senior Debt Securities, the Apache Canada Subordinated Debt Securities and the Apache Canada Guarantees, the "Securities"), in each case, as described in the registration statement on Form S-3 (the "Registration Statement") of the Company, the Trusts, Apache Australia and Apache Canada in which this opinion is included as an attachment to the Exhibit 5.1 opinion of Chamberlain, Hrdlicka, White, Williams & Martin. The Securities are to be offered upon the terms and subject to the conditions set forth in one or more underwriting agreements by and among the Company, the Trusts, Apache Australia and/or Apache Canada and the persons named as underwriters therein. The Senior Debt Securities are to be issued in one or more series pursuant to a Senior Indenture dated February 5, 1996, as supplemented on November 5, 1996, between the Company and JPMorgan Chase Bank, as trustee (the "Trustee") (the "Senior Indenture"). The Subordinated Debt Securities are to be issued in one or more series pursuant to a Subordinated Indenture to be entered into between the Company and the Trustee (the "Subordinated Indenture"). If so specified in the applicable prospectus supplement, the Preferred Stock may be represented by Depositary Shares entitling the holders proportionally to all rights and preferences of the Preferred Stock. The Depositary Shares will be issued pursuant to a deposit agreement (including a form of depositary receipt evidencing Depositary Shares (a "Depositary Receipt")) (the "Deposit Agreement") with respect to Depositary Shares to be entered into between the Company and a depositary (the "Depositary"). The Common Stock Purchase Contracts will be issued pursuant to one or more purchase contract agreements (each, a "Purchase Contract Agreement") to be entered into between the Company and JPMorgan Chase Bank, as purchase contract agent. The Apache Australia Senior Debt Securities and the related Apache Australia Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Australia and the Trustee (the "Australian Senior Indenture"). The Apache Australia Subordinated Debt Securities and the related Apache Australia Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Australia and the Trustee (the "Australian Subordinated Indenture"). The Apache Canada Senior Debt Securities and the related Apache Canada Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Canada and the Trustee (the "Canadian Senior Indenture"). The Apache Canada Subordinated Debt Securities and the related Apache Canada Guarantees are to be issued in one or more series pursuant to an Indenture to be entered into among the Company, Apache Canada and the Trustee (the "Canadian Subordinated Indenture"). The Trust Guarantees will be issued pursuant to one or more guarantee agreements to be entered into between the Company and JPMorgan Chase Bank, as Trust Preferred Securities guarantee trustee (each, a "Trust Guarantee Agreement" and, collectively, the "Trust Guarantee Agreements"). 2 Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Registration Statement. As special counsel as to the laws of the State of New York, we have examined the Registration Statement and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. In our examination, we have assumed the authenticity and completeness of all records, certificates and other instruments represented to us to be originals, the conformity to original documents of all records, certificates, and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based on the foregoing and subject to the limitations set forth herein, and having regard to such legal considerations as we have deemed relevant, we are of the opinion that: 1. Assuming the Senior Indenture has been duly authorized, executed and delivered by the Company, when (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of any supplemental indenture or officers' certificate related to the Senior Indenture, (b) any such supplemental indenture or officers' certificate has been executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with the Senior Indenture, the form and terms of Senior Debt Securities, (d) such Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Senior Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Senior Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 2. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of the Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with the Subordinated Indenture, the form and terms of Subordinated Debt Securities, (d) such Subordinated Debt Securities have been duly executed and authenticated in accordance with the terms of the Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Subordinated Debt Securities will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 3. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Deposit Agreement, (b) such Deposit Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance of Preferred Stock and the 3 deposit thereof with the Depositary pursuant to such Deposit Agreement and the issuance of the Depositary Shares representing interests therein, (d) duly authorized and validly issued, fully paid and non-assessable shares of such Preferred Stock shall have been deposited with the Depositary in accordance with such Deposit Agreement and such corporate action and the Depositary shall have duly executed, issued and delivered Depositary Receipts with such terms evidencing such Depositary Shares against payment of the consideration therefor, all in the manner provided for in such Deposit Agreement and such corporate action, and (e) such Depositary Shares are offered, issued and sold as contemplated in the Registration Statement, such Depositary Shares will entitle the holders thereof to the benefits provided therein and in the applicable Deposit Agreement. 4. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Purchase Contract Agreement, (b) such Purchase Contract Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with such Purchase Contract Agreement, the form and terms of Common Stock Purchase Contracts to be issued thereunder, (d) such Common Stock Purchase Contracts have been duly executed and authenticated in accordance with the terms of such Purchase Contract Agreement and (e) such Common Stock Purchase Contracts are offered, issued and sold as contemplated in the Registration Statement, such Common Stock Purchase Contracts will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 5. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Purchase Contract Agreement, (b) such Purchase Contract Agreement has been duly executed and delivered by the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish, in accordance with such Purchase Contract Agreement, the form and terms of Common Stock Purchase Contracts and collateral arrangements relating to Common Stock Purchase Units, (d) the Common Stock Purchase Contracts and the documents governing the collateral arrangements relating to such Common Stock Purchase Units have been duly executed and authenticated in accordance with the terms thereof and (e) such Common Stock Purchase Units are offered, issued and sold as contemplated in the Registration Statement, such Common Stock Purchase Units will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 4 6. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Senior Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Australian Senior Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia, (c) appropriate corporate action has been taken by Apache Australia to authorize the issuance and establish, in accordance with the Australian Senior Indenture, the form and terms of Apache Australia Senior Debt Securities, (d) such Apache Australia Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Australian Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Australia Senior Debt Securities are offered, issued and sold as contemplated in the Registration Statement, such Apache Australia Senior Debt Securities will constitute valid and binding obligations of Apache Australia, enforceable against Apache Australia in accordance with their terms. 7. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Australian Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia, (c) appropriate corporate action has been taken by Apache Australia to authorize the issuance and establish, in accordance with the Australian Subordinated Indenture, the form and terms of Apache Australia Subordinated Debt Securities, (d) such Apache Australia Subordinated Securities have been duly executed and authenticated in accordance with the terms of the Australian Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Australia Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, the Apache Australia Subordinated Debt Securities will constitute legal, valid and binding obligations of Apache Australia, enforceable against Apache Australia in accordance with their terms. 8. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Senior Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Senior Indenture and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Canada, (c) appropriate corporate action has been taken by Apache Canada to authorize the issuance and establish, in accordance with the Canadian Senior Indenture, the form and terms of Apache Canada Senior Debt Securities, (d) such Apache Canada Senior Debt Securities have been duly executed and authenticated in accordance with the terms of the Canadian Senior Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Canada Senior Debt Securities are offered, issued and sold as contemplated in the Registration Statement, the Apache Canada Senior Debt Securities will constitute legal, valid and binding obligations of Apache Canada, enforceable against Apache Canada in accordance with their terms. 9. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Subordinated Indenture and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Subordinated Indenture and any such supplemental indenture or officers' certificate have been duly executed 5 and delivered by Apache Canada, (c) appropriate corporate action has been taken by Apache Canada to authorize the issuance and establish, in accordance with the Canadian Subordinated Indenture, the form and terms of Apache Canada Subordinated Debt Securities, (d) such Apache Canada Subordinated Securities have been duly executed and authenticated in accordance with the terms of the Canadian Subordinated Indenture and, if applicable, a supplemental indenture thereto or related officers' certificate, and (e) such Apache Canada Subordinated Debt Securities are offered, issued and sold as contemplated in the Registration Statement, the Apache Canada Subordinated Debt Securities will constitute legal, valid and binding obligations of Apache Canada, enforceable against Apache Canada in accordance with their terms. 10. When (a) appropriate corporate action has been taken by Apache Australia to authorize the form, terms, execution and delivery of the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and any supplemental indenture or officers' certificate related thereto, (b) the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Australia and the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish the form, terms, execution and delivery of Apache Australia Guarantees, (d) such Apache Australia Guarantees have been duly executed and delivered by the Company and (e) when the Apache Australia Senior Debt Securities or the Apache Australia Subordinated Debt Securities, as the case may be, to which such Apache Australia Guarantees relate have been duly authenticated and delivered by the Trustee in accordance with the Australian Senior Indenture or Australian Subordinated Indenture, as the case may be, and are offered, issued and sold as contemplated in the Registration Statement, the Apache Australia Guarantees will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms. 11. When (a) appropriate corporate action has been taken by Apache Canada to authorize the form, terms, execution and delivery of the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and any supplemental indenture or officers' certificate related thereto, (b) the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and any such supplemental indenture or officers' certificate have been duly executed and delivered by Apache Canada and the Company, (c) appropriate corporate action has been taken by the Company to authorize the issuance and establish the form, terms, execution and delivery of the Apache Canada Guarantees, (d) the Apache Canada Guarantees have been duly executed and delivered by the Company and (e) and when the Apache Canada Senior Debt Securities or the Apache Canada Subordinated Debt Securities, as the case may be, to which such Guarantees relate have been duly authenticated and delivered by the Trustee in accordance with the Canadian Senior Indenture or Canadian Subordinated Indenture, as the case may be, and are offered, issued and sold as contemplated in the Registration Statement, the Apache Canada Guarantees will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms. 12. When (a) appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of a Trust Guarantee Agreement with respect to the Trust Preferred Securities to be entered into between the Company and the Trust Guarantee Trustee, (b) such Trust Guarantee Agreement shall have been duly executed and delivered by the Company, (c) such Trust Preferred Securities shall have been duly authorized 6 for issuance by the applicable Trust's trust agreement, as the same may be amended or restated (the "Trust Agreement"), and duly executed, issued and delivered by duly authorized trustees of such Trust against payment of the consideration therefor and authenticated by the Trust Guarantee Trustee, all in the manner provided for in the Trust Agreement, and (d) such Trust Preferred Securities and the Trust Guarantee evidenced by such Trust Guarantee Agreement are offered, issued and sold as contemplated in the Registration Statement, such Trust Guarantee will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. In rendering the opinions expressed above, we have further assumed the due authorization, execution and delivery by, and the validity, binding effect and enforceability in accordance with its respective terms against, each party thereto other than the Company, Apache Australia or Apache Canada, as the case may be, of each indenture, supplemental indenture, Deposit Agreement, Purchase Contract Agreement or Trust Guarantee Agreement referred to above. The opinions expressed above regarding enforceability are each subject to the exception that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors' rights generally or by general equitable principles, and further to the exception that enforceability may be limited by (i) requirements that claims with respect to any Senior Debt Securities, Subordinated Debt Securities, the Apache Australia Senior Debt Securities, the Apache Australia Subordinated Debt Securities, the Apache Canada Senior Debt Securities, the Apache Canada Subordinated Debt Securities, the Apache Australia Guarantees, the Apache Canada Guarantees, Common Stock Purchase Contracts, Common Stock Purchase Units or the Trust Guarantees denominated other than in U.S. Dollars (or a foreign currency or composite currency in respect of such claim) be converted into U.S. Dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments outside the United States. We have further assumed with respect to enforceability that, when fixed, the terms of the Securities will comply with all applicable "bucket shop" or similar state laws, or have the availability of federal preemption therefrom. We are members of the bar of the State of New York and the foregoing opinions are limited to matters arising under the laws of the State of New York, and we express no opinion with respect to matters arising under the laws of any other jurisdiction. In rendering the opinions expressed above we have, with your consent, relied solely on the opinions of Allens Arthur Robinson and McInnes Cooper, filed as Exhibits 5.2 and 5.3 to the Registration Statement, as to matters governed by the laws of Australia and the Australia Capital Territory, and the Province of Nova Scotia, respectively. Chamberlain, Hrdlicka, White, Williams & Martin may rely on this opinion as to matters of New York law in rendering their opinion being filed as an exhibit to the Registration Statement, in which this opinion is included as an attachment. 7 We consent to the attachment of this opinion to the opinion of Chamberlain, Hrdlicka, White, Williams & Martin being filed as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD LLP 8 EX-5.2 4 h06362a1exv5w2.txt OPINION OF ALLENS ARTHUR ROBINSON EXHIBIT 5.2 (ALLENS ARTHUR ROBINSON LETTERHEAD) May 30, 2003 Apache Corporation 2000 Post Oak Boulevard, Suite 100 Houston Texas 77056-4400 UNITED STATES OF AMERICA BY FACSIMILE Ladies and Gentlemen FORM S-3 REGISTRATION STATEMENT We have acted as Australian legal adviser to Apache Corporation (the COMPANY) in connection with the preparation of a Registration Statement on Form S-3 (the REGISTRATION STATEMENT) under the Securities Act of 1933, as amended (the SECURITIES ACT), relating to the registration of, among other securities, an aggregate of up to US$1,500,000,000 of debt securities (the DEBT SECURITIES) of Apache Finance Australia Pty Ltd, a proprietary company with limited liability organized under the laws of the Australian Capital Territory, Australia (the ISSUER) pursuant to a senior indenture and/or a subordinated indenture in the forms filed as Exhibit 4.8 and Exhibit 4.11, respectively, to the Registration Statement (collectively, the INDENTURE) among the JP Morgan Chase Bank, as Trustee, the Company, as Guarantor, and the Issuer. Debt Securities issued by the Issuer will be guaranteed by the Company pursuant to a guarantee provided for under the Indenture. We have examined the Registration Statement (to the extent it relates to the Issuer) which is to be filed with the Securities and Exchange Commission, the corporate proceedings with respect to the offering of the Debt Securities and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinion contained herein. For purposes of giving this opinion, we have assumed the following: (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies; (b) such documents are within the capacity and powers of, and have been validly authorised, executed and delivered by and are binding on, the parties to them other than the Issuer; (c) insofar as any obligation under any document is to be performed in any jurisdiction other than the Commonwealth of Australia, its performance will not be illegal or unenforceable under the law of that jurisdiction; (d) each such document constitutes or will on execution constitute legal, valid and binding obligations of the parties under the laws of the State of New York enforceable in competent courts of that jurisdiction; (e) formalities for execution by each party other than the Issuer required by the law of execution of the relevant document have been or will be compiled with; (f) the completeness, and the conformity to original instruments, of all documents submitted to us as copies, and that the unanimous written resolutions of the Board of Directors of the Apache Corporation Allens Arthur Robinson - -------------------------------- -------------------------------- Issuer dated as of 30 April 2003 and any other document submitted to us continue in full force and effect. Based upon the foregoing and subject to the limitations set forth below, it is our opinion that, under current law, the Issuer has the corporate power and authority to issue the Debt Securities, and the Debt Securities have been duly authorised by the Issuer. Our opinion herein is limited solely to the laws applying in the Commonwealth of Australia as in force at the date of this opinion and we express no opinion herein concerning the laws of any other jurisdiction. Our opinion herein is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganisation or similar law affecting creditors' rights or debtors' obligations generally and to general equity principles, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the legality and binding nature of obligation or agreements generally. We have relied on a search of public records of the Australian Securities and Investments Commission on 26 May 2003. We note that records disclosed by such search may not be complete or up to date. Our opinion herein is rendered solely for your benefit in connection with the transaction contemplated herein. Our opinion herein may not be used or relied on by any third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except that Chamberlain, Hrdlicka, White, Williams & Martin and Sidley Austin Brown & Wood LLP, may rely on this letter and the opinion expressed herein as if they were named as addressees of this letter. We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Yours faithfully, /s/ ALLENS ARTHUR ROBINSON Page 2 EX-5.3 5 h06362a1exv5w3.txt OPINION OF MCINNES COOPER EXHIBIT 5.3 (MCINNES COOPER LETTERHEAD) May 30, 2003 Apache Corporation 2000 Post Oak Boulevard, Suite 100 Houston, TX 77056-4400 Ladies & Gentlemen: RE: FORM S-3 REGISTRATION We have acted as Nova Scotia counsel to Apache Corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") relating to the registration of an aggregate of up to $1,500,000,000 of debt securities (the "Debt Securities") of Apache Finance Canada II Corporation, an unlimited liability company organized under the laws of the Province of Nova Scotia, Canada (the "Issuer"), pursuant to a senior indenture and/or subordinated indenture in the forms filed as Exhibit 4.9 and Exhibit 4.12, respectively, to the Registration Statement (each an "Indenture" and collectively, the "Indentures") among the JP Morgan Chase Bank, as Trustee, the Company and the Issuer. We understand that the Debt Securities issued by the Issuer will be guaranteed by the Company pursuant to a guarantee provided for under the Indenture. We have examined: (i) the Registration Statement covering the Debt Securities which we understand has been filed with the United States Securities and Exchange Commission; (ii) the forms of the Indentures; (iii) the Memorandum of Association and Articles of Association of the Issuer as contained in the minute book of the Issuer made available for our Page 2 May 30, 2003 inspection on the date hereof, which we assume is complete and accurate in all respects; (iv) a resolution signed by the directors of the Issuer on April 30, 2003 with respect to, inter alia, the entering into of the Indentures and the issuance of the Debt Securities, which we assume continues in full force and effect unamended as of the date hereof; and (v) a certificate of status dated May 22, 2003 issued in respect of the Issuer by the Registrar of Joint Stock Companies for the Province of Nova Scotia; and such other documents and instruments as we deemed necessary or appropriate for the expression of the opinion contained herein. For purposes of giving this opinion, we have assumed the following: (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies; (b) such documents are within the capacity and powers of, and have been validly authorized, executed,and delivered by and are binding on, the parties to them other than the Issuer; (c) insofar as any obligation under any document is to be performed in any jurisdiction other than in the Province of Nova Scotia, its performance will not be illegal or unenforceable under the law of that jurisdiction; (d) each such document has been duly executed and delivered and constitutes or will constitute legal, valid and binding obligations of the parties under their respective governing laws, enforceable in competent courts of such jurisdictions; and (e) the information provided by government officials, agencies and authorities is complete and accurate. Based upon the foregoing and subject to the limitations set forth below, it is our that, under current law, the Issuer has the corporate power and authority to issue the Debt Securities and the Debt Securities have been duly authorized by the Issuer. Our opinion herein is limited solely to the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein and we express no opinion herein concerning the law of any other jurisdiction. Page 3 May 30, 2003 While we express no opinion as to enforceability, we point out that the enforceability of the Debt Securities is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar law affecting creditors' rights or debtors' obligations generally and to general equity principles, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the legality and binding nature of obligation or agreements generally. Our opinion herein is rendered solely for your benefit in connection with the transaction contemplated herein. Our opinion herein may not be used or relied on by any third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except that each of Chamberlain, Hrdlicka, White, Williams & Martin and Sidley Austin Brown & Wood LLP, may rely on this letter and the opinion expressed herein as if each of them were named as an addressee of this letter. We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Yours very truly, /s/ MCINNES COOPER
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