-----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, BbdtY9pB4KhxO0Ighkmc1HOpZbQ0k0ha9O9+5ZNhbvjn8DIuqB+anlBBy8XGnMom ze9oIYSUg3ngLBQKJlX+Hg== 0000716039-97-000046.txt : 19971003 0000716039-97-000046.hdr.sgml : 19971003 ACCESSION NUMBER: 0000716039-97-000046 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971002 EFFECTIVENESS DATE: 19971002 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36987 FILM NUMBER: 97689671 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 2, 1997 Registration No: 333-_______ ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------------- UNOCAL CORPORATION (Exact name of registrant specified in its charter) Delaware 95-3825062 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 (Address, including zip code, of Principal Executive Offices) DIRECTORS' RESTRICTED STOCK UNITS PLAN (Full title of the plan) DENNIS P.R. CODON, ESQ. VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL COUNSEL 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 (310) 726-7651 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- CALCULATION OF REGISTRATION FEE ======================================================================== Proposed Proposed Maximum Maximum Amount Amount of Offering Aggregate of Title of Securities Shares to be Price Per Offering Registra- to be Registered Registered Share (1) Price (1) tion Fee ======================================================================== Common Stock, $1.00 par value per share (including Preferred Stock Purchase Rights) 249,938 $43.125 $10,778,576 $3,717 ======================================================================== (1) Solely for the purpose of calculating the registration fee in accor- dance with Rule 457(c), based upon the average of the high and low prices reported in the consolidated reporting system for September 25, 1997. ======================================================================== PART I OF FORM S-3 INFORMATION REQUIRED IN PROSPECTUS REOFFER PROSPECTUS 31,093 SHARES UNOCAL CORPORATION COMMON STOCK (PAR VALUE $1.00 PER SHARE) This prospectus relates to the reoffer and resale of 31,093 shares (the "Shares") of outstanding Common Stock, par value $1.00 per share ("Common Stock"), of Unocal Corporation, a Delaware corporation (the "Company"), that may by sold by certain stockholders (the "Selling Stockholders") of the Company. All Selling Stockholders are present or former directors of the Company. See "Plan of Distribution" for a brief description of the plan of distribution of the Shares. The Company will not receive any proceeds from the sale of the Shares. Neither delivery of this Prospectus nor any disposition or acquisition of Common Stock made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth herein or incorporated by reference herein since the date of this Prospectus or since the dates as of which information is set forth herein or incorporated by reference herein. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS REOFFER PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS REOFFER PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION IN WHICH SUCH OFFER IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER. The date of this Reoffer Prospectus is October 1, 1997. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common Stock is listed on the New York Stock Exchange, Inc. (the "NYSE"), the Chicago Stock Exchange, and the Pacific Stock Exchange. Reports, proxy statements, and other information concerning the Company can be inspected and copied at the offices of the NYSE, 20 Broad Street, New York, New York 10005; the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 115 Sansome Street, 3rd Floor, San Francisco, California 94104. The Commission maintains a Web site at http://www.sec.gov that contains reports, proxy statements, and other information concerning the Company, which files electronically with the Commission. This Prospectus constitutes a part of a registration statement on Form S-8 (together with all amendments and exhibits, the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does not contain all of the information included in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of any document do not purport to be complete and, in each instance, are qualified in all respects by reference to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is subject to and qualified in its entirety by such reference. DOCUMENTS INCORPORATED BY REFERENCE There are hereby incorporated by reference in this registration statement the following documents heretofore filed with the Commission: (a) The Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 1996; (b) The Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31 and June 30, 1996; (c) All other reports filed pursuant to Section 13(a) or 159(d) of the Exchange Act, since December 31, 1996; and (d) The descriptions of the Company's Common Stock, $1.00 par value per share ("Common Stock") (including the associated Preferred Stock Purchase Rights) and the 6 1/4% Trust Convertible Preferred Securities of Unocal Capital Trust, (the "Trust Convertible Preferred Securities"), the guarantee thereof by the Company (the "Guarantee"), and the 6 1/4% Convertible Junior Subordinated Debentures of the Company (the "Convertible Debentures") (insofar as the rights thereof may materially limit or qualify the rights evidenced by, or amounts payable with respect to, the Common Stock) set forth under the captions "Description of the Common Stock," "Description of the Trust Convertible Preferred Securities," "Description of the Guarantee," "Description of the Convertible Debentures," and "Effect of Obligations under the Convertible Debentures and the Guarantee" in the Prospectus dated August 7, 1996, included in the Registration Statement on Form S-4 of the Company and Unocal Capital Trust (File Nos. 333-09137 and 333-09137- 01), as amended by Pre-Effective Amendment No. 1 thereto. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. The Company will furnish without charge to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all of the documents incorporated herein by reference (not including exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests should be addressed to Corporate Secretary, Unocal Corporation, 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245. PLAN OF DISTRIBUTION The Company has been advised that the Shares being offered hereby may be sold by or on behalf of each of the Selling Stockholders in non- underwritten distributions on the NYSE at prices prevailing on the NYSE at the time of sale. SELLING SECURITY HOLDERS All of the Shares subject to this offering were issued pursuant to the Plan. All of the Selling Stockholders are current or former directors of the Company. As of September 24, 1997, the following persons may be deemed Selling Stockholders: Name Number of Shares ---- ---------------- John W. Amerman 3,669 MacDonald G. Becket 1,540 John W. Creighton, Jr. 4,034 Malcolm R. Currie 3,572 Frank C. Herringer 3,924 Donald P. Jacobs 4,696 Kevin W. Sharer 586 Charles R. Weaver 4,611 J. Steven Whisler 3,384 Marina v.N. Whitman 1,077 Because the Selling Stockholders may sell all or some of the Shares they hold from time to time pursuant to this Reoffer Prospectus, no estimate can be given as to the exact number of Shares that will be held by the Selling Stockholders upon termination of this offering. EXPERTS AND COUNSEL The consolidated financial statements and financial statement schedule of the Company and its subsidiaries as of December 31, 1996 and 1995 and for each of the years in the three-year period ended December 31, 1996 incorporated by reference in this Prospectus and in the Registration Statement have been incorporated in reliance upon the reports of Coopers & Lybrand L.L.P., independent certified public accountants, and upon the authority of such firm as experts in auditing and accounting. Legal matters in connection with the issuance and sale of the securities offered hereby will be passed upon for the Company by Dennis P.R. Codon, Esq., Vice President, General Counsel and Chief Legal Officer of the Company. As of September 25, 1997, Mr. Codon owned 19,965.65545 shares of Common Stock. He also held options to purchase 45,327 shares of Common Stock at prices ranging from $26.375 to $32.8125, with expiration dates ranging from 2003 to 2007. In addition, Mr. Codon held 15,963 performance share units, which could be paid out in up to 31,926 shares of Common Stock at the end of the four-year performance cycle, depending upon the Company's total return to stockholders. INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Section 145 of the Delaware General Corporation Law authorizes the Company to indemnify directors and officers in certain circumstances against liabilities, including expenses, incurred while acting in such capacities; provided, generally, that any such indemnified director or officer acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Bylaws of the Company provide for the indemnification of directors and officers to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Company has provided in its Certificate of Incorporation that it shall eliminate the personal liability of its directors to the fullest extent permitted by the Delaware General Corporation Law and the Company has entered into indemnification agreements with each of its directors and officers providing for additional indemnification. The Company has policies of directors' and officers' liability insurance which insure directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances. PART II OF FORM S-8 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this registration statement the following documents heretofore filed with the Commission: (a) The Annual Report on Form 10-K/A of the Company for the fiscal year ended December 31, 1996; (b) The Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31 and June 30, 1996; (c) All other reports filed pursuant to Section 13(a) or 159(d) of the Exchange Act, since December 31, 1996; and (d) The descriptions of the Company's Common Stock (including the associated Preferred Stock Purchase Rights) and the 6 1/4% Trust Convertible Preferred Securities of the Unocal Capital Trust, (the "Trust Convertible Preferred Securities"), the guarantee thereof by the Company (the "Guarantee"), and the 6 1/4% Convertible Junior Subordinated Debentures of the Company (the "Convertible Debentures") (insofar as the rights thereof may materially limit or qualify the rights evidenced by, or amounts payable with respect to, the Common Stock) set forth under the captions "Description of the Common Stock," "Description of the Trust Convertible Preferred Securities," "Description of the Guarantee," "Description of the Convertible Debentures," and "Effect of Obligations under the Convertible Debentures and the Guarantee" in the Prospectus dated August 7, 1996, included in the Registration Statement on Form S-4 of the Company and Unocal Capital Trust (File Nos. 333-09137 and 333- 09137-01), as amended by Pre-Effective Amendment No. 1 thereto. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. Legal matters in connection with the issuance and sale of the securities offered hereby will be passed upon for the Company by Dennis P.R. Codon, Esq., Vice President, General Counsel and Chief Legal Officer of the Company. As of September 25, 1997, Mr. Codon owned 19,965.65545 shares of Common Stock. He also held options to purchase 45,327 shares of Common Stock at prices ranging from $26.375 to $32.8125, with expiration dates ranging from 2003 to 2007. In addition, Mr. Codon held 15,963 performance share units, which could be paid out in up to 31,926 shares of Common Stock at the end of the four-year performance cycle, depending upon the Company's total return to stockholders. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes the Company to indemnify directors and officers in certain circumstances against liabilities, including expenses, incurred while acting in such capacities; provided, generally, that any such indemnified director or officer acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Bylaws of the Company provide for the indemnification of directors and officers to the maximum extent permitted by the Delaware General Corporation Law. In addition, the Company has provided in its Certificate of Incorporation that it shall eliminate the personal liability of its directors to the fullest extent permitted by the Delaware General Corporation Law and the Company has entered into indemnification agreements with each of its directors and officers providing for additional indemnification. The Company has policies of directors' and officers' liability insurance which insure directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances. Item 7. Exemption from Registration Claimed. The Shares that are to be reoffered or resold by means of the Reoffer Prospectus filed with this Registration Statement were issued previously under the Plan to such directors under the private offering exemption from registration under Section 4(2) of the Securities Act. Item 8. Exhibits. EXHIBIT NUMBER EXHIBIT - ------- ------- 4.1 Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 1-8483). 4.2 Bylaws of the Company, as amended though February 3, 1997, and currently in effect (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated February 3, 1997, and filed February 7, 1997, File No. 1-8483). 4.3 Rights Agreement, dated as of January 29, 1990, between the Company and The Chase Manhattan Bank, as successor Rights Agent (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated January 29, 1990, File No. 1-8483). 5 Opinion of Dennis P. R. Codon, Esq., Vice President, Chief Legal Officer and General Counsel, to the Company. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Dennis P. R. Codon, Esq., Vice President, Chief Legal Officer and General Counsel (included in Exhibit 5). 24 Power of Attorney. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement. Notwithstanding the foregoing, any increase or decrease in 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 end 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 a 20 percent change in the maximum aggregate offering price set forth in the calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan distribution not previously disclosed in this statement or any material change to such information in this registration statement; Provided, however, that the undertakings set forth in paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. (3) 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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on September 29, 1997. UNOCAL CORPORATION By /s/ STANLEY Y. HANAOKA -------------------------- Stanley Y. Hanaoka Assistant Comptroller Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated: SIGNATURE TITLE DATE --------- ----- ---- /s/ ROGER C. BEACH* Chairman of the -------------------- Board of Directors and September 29, 1997 Roger C. Beach Chief Executive Officer /s/ NEAL E. SCHMALE* Chief Financial Officer -------------------- and Director September 29, 1997 Neal E. Schmale /s/ JOSEPH A. HOUSEHOLDER* Vice President and - ------------------------- Comptroller(Principal September 29, 1997 Joseph A. Householder Accounting Officer) /s/ JOHN W. AMERMAN* ------------------- Director September 29, 1997 John W. Amerman - --------------------------- Director John W. Creighton, Jr. /s/ MALCOLM R. CURRIE* ---------------------- Director September 29, 1997 Malcolm R. Currie ----------------------- Director Frank C. Herringer SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN F. IMLE, JR.* ---------------------- Director September 29, 1997 John F. Imle, Jr. /s/ DONALD P. JACOBS* --------------------- Director September 29, 1997 Donald P. Jacobs /s/ CHARLES R. WEAVER* ---------------------- Director September 29, 1997 Charles R. Weaver /s/ J. STEVEN WHISLER* ---------------------- Director September 29, 1997 J. Steven Whisler /s/ MARINA V.N. WHITMAN* ------------------------ Director September 29, 1997 Marina V.N. Whitman /s/ KEVIN W. SHARER* ------------------------ Director September 29, 1997 Kevin W. Sharer * By /s/ DARRELL D. CHESSUM ---------------------- Darrell D. Chessum Pursuant to the requirements of the Securities Act of 1933, the members of the Management Development and Compensation Committee who administer the Directors' Restricted Stock Units Plan, have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on September 29, 1997. DIRECTORS' RESTRICTED STOCK UNITS PLAN By /s/ DONALD P. JACOBS* ---------------------------------- Donald P. Jacobs Member, Management Development and Compensation Committee * By /s/ DARRELL D. CHESSUM ----------------------------- Darrell D. Chessum EX-5 2 EXHIBIT: OPINION OF DENNIS P.R. CODON Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Telephone (310)726-7651 Facsimile (310)726-7815 UNOCAL [Logo Here] Dennis P.R. Codon September 26, 1997 Vice President, Chief Legal Officer and General Counsel Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Re: Unocal Directors' Restricted Stock Units Plan Registration Statement on Form S-8 --------------------------------------------- Ladies and Gentlemen: I am the Vice President and General Counsel of Unocal Corporation, a Delaware corporation ("UNOCAL"), and as such I, and attorneys working for me, have acted on behalf of Unocal as counsel in connection with the preparation of the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT"), which Unocal proposes to file with the Securities and Exchange Commission. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), of shares of Unocal Common Stock, par value $1.00 per share (the "COMMON STOCK"), to be issued under the Unocal Directors' Restricted Stock Units Plan (the "PLAN"), and shares of Common Stock previously issued under the Plan to be resold (jointly, the "SHARES"). This opinion is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Securities and Exchange Commission. I, or such attorneys working for me, have examined or considered such matters of law and fact and such corporate records, certificates and other documents as I, or they, have deemed necessary, including, but not limited to: the Certificate of Incorporation and Bylaws of Unocal, as amended to date; the Rights Agreement, dated January 29, 1990 between Unocal and The Chase Manhattan Bank, as successor rights agent; certain resolutions adopted by the Board of Directors of Unocal at a meeting duly called and held on July 28, 1997; the Plan; and certificates and other information obtained from public officials and officers and employees of Unocal and its subsidiaries. In the course of such examination, I, and such attorneys working for me, have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals and the conformity to the originals of all documents submitted as certified, photostatic or conformed copies. I have relied, as to certain legal Unocal Corporation September 26, 1997 Page 2 matters, on the advice of such attorneys working for me who are more familiar with such matters. I am licensed to practice law in the state of California and, although I am not licensed to practice law in the state of Delaware, I am familiar with the Delaware General Corporation Law. Therefore, the following opinions are limited to the laws of the state of California, the Delaware General Corporation Law and the federal laws of the United States, to the exclusion of all other jurisdictions. Based on and subject to the foregoing, I am of the opinion that the Shares were duly authorized for issuance by the Board of Directors of Unocal and that, when one or more certificates evidencing the Shares has been duly countersigned by the transfer agent and registrar for the Common Stock, and the Shares have been issued to and paid for in accordance with the Plan and procedures established between the transfer agent and registrar for the Common Stock and The Depository Trust Company, the shares will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement and to the reference to me under the caption "Item 5. Interests of Named Experts and Counsel" therein. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Sincerely, /s/ DENNIS P.R. CODON EX-23.1 3 EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of Unocal Corporation of our report dated February 14, 1997, on our audits of the consolidated financial statements and financial statement schedule of Unocal Corporation and its subsidiaries as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996, which report is included in Unocal Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. Our report includes an explanatory paragraph with respect to the changes in methods of accounting for impairment of long-lived assets and long-lived assets to be disposed of in 1995, and for recognizing the reduction in value of producing oil and gas properties in 1994. We also consent to the reference to our firm under the caption "Experts and Counsel." /s/ COOPERS & LYBRAND L.L.P. Los Angeles, California October 1, 1997 EX-24 4 EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY By signing below, each of the undersigned officers and/or directors of Unocal Corporation, a Delaware corporation, hereby constitutes and appoints Neal E. Schmale, Joseph A. Householder and Darrell D. Chessum, and each of them severally, with full power of substitution and resubstitution, as his or her true and lawful attorneys-in-fact and agents to sign for the undersigned and in the name of the undersigned, in any and all capacities, the Registration Statement on Form S-8 to which this Power of Attorney shall be filed as an exhibit and any or all amendments (including any post-effective amendments) to such Registration Statement and to file the same with all exhibits thereto, including this Power of Attorney, and any and all applications and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned could do if personally present. Each of the undersigned hereby ratifies and confirms all that said attorneys- in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of July 28, 1997. SIGNATURE TITLE /s/ ROGER C. BEACH Chairman of the Board of - --------------------------------- Directors and Roger C. Beach Chief Executive Officer /s/ NEAL E. SCHMALE Chief Financial Officer and - --------------------------------- Director Neal E. Schmale /s/ JOSEPH A. HOUSEHOLDER Vice President, Tax, and - --------------------------------- Comptroller Joseph A. Householder (Principal Accounting Officer) /s/ JOHN W. AMERMAN Director - --------------------------------- John W. Amerman Director - --------------------------------- John W. Creighton, Jr. /s/ MALCOLM R. CURRIE Director - --------------------------------- Malcolm R. Currie Director - --------------------------------- Frank C. Herringer /s/ JOHN F. IMLE, JR. Director - --------------------------------- John F. Imle, Jr. /s/ DONALD P. JACOBS Director - --------------------------------- Donald P. Jacobs /s/ CHARLES R. WEAVER Director - --------------------------------- Charles R. Weaver /s/ J. STEVEN WHISLER Director - --------------------------------- J. Steven Whisler /s/ MARINA V.N. WHITMAN Director - --------------------------------- Marina v.N. Whitman /s/ KEVIN W. SHARER Director - --------------------------------- Kevin W. Sharer -----END PRIVACY-ENHANCED MESSAGE-----