8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 22, 2012 (October 18, 2012)

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia	1-13283	23-1184320
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Four Radnor Corporate Center, Suite 200
100 Matsonford Road, Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2012, on October 12, 2012, Penn Virginia Corporation (the “Company”) entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Common Stock Underwriters”), to sell an aggregate of 8,000,000 shares of its common stock, $0.01 par value (the “Common Shares”), to the Common Stock Underwriters at a public offering price of $5.00 per share (the “Common Stock Offering”), which sale was completed on October 17, 2012. Pursuant to the Common Stock Underwriting Agreement, the Company granted the Common Stock Underwriters an option to purchase up to an additional 1,200,000 Common Shares solely to cover over-allotments, if any (the “Over-Allotment Option”). On October 18, 2012, the Common Stock Underwriters exercised the Over-Allotment Option in full. On October 22, 2012, the Company and the Common Stock Underwriters closed on the purchase and sale of the Common Shares subject to the Over-Allotment Option, resulting in approximately $5,700,000 of net proceeds to the Company.

Additional information concerning the Common Stock Underwriting Agreement and a copy of the Common Stock Underwriting Agreement are available in the Current Report on Form 8-K filed with the Commission on October 17, 2012 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

5.1	Opinion of Hunton & Williams LLP as to the validity of the Common Shares sold through the Over-Allotment Option.
23.1	Consent of Hunton & Williams LLP (included in Exhibit 5.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 22, 2012

Penn Virginia Corporation
By:	/s/ Nancy M. Snyder
Name:	Nancy M. Snyder
Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Hunton & Williams LLP as to the validity of the Common Shares sold through the Over-Allotment Option.
23.1	Consent of Hunton & Williams LLP (included in Exhibit 5.1).

EX-5.1

Exhibit 5.1    

	HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074
	TEL	804 • 788 • 8200
	FAX	804 • 788 • 8218
October 22, 2012	FILE NO: 61054.000007

Penn Virginia Corporation

Four Radnor Corporate Center

Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

Penn Virginia Corporation

Public Offering of 1,200,000 Shares of Common Stock

Ladies and Gentlemen:

We have acted as special Virginia counsel to Penn Virginia Corporation, a Virginia corporation (the “Company”), in connection with (1) the Registration Statement on Form S-3 (Registration No. 333-183365) (the “Registration Statement”) filed by the Company, Penn Virginia Holding Corp., a Delaware corporation, Penn Virginia Oil & Gas Corporation, a Virginia corporation, Penn Virginia Oil & Gas GP LLC, a Delaware limited liability company, Penn Virginia Oil & Gas LP LLC, a Delaware limited liability company, Penn Virginia Oil & Gas, L.P., a Texas limited partnership, Penn Virginia MC Corporation, a Delaware corporation, Penn Virginia MC Energy L.L.C., a Delaware limited liability company, and Penn Virginia MC Operating Company L.L.C., a Delaware limited liability company, with the Securities and Exchange Commission (the “Commission”) on August 17, 2012 pursuant to the Securities Act of 1933, as amended (the “Act”), and (2) the Company’s offering and sale of 1,200,000 shares (the “Shares”), of its common stock, par value $0.01 per share, in connection with the Underwriters’ (as defined below) exercise of the over-allotment option pursuant to the Underwriting Agreement (as defined below).

The Shares are being offered and sold as described in the prospectus, dated August 17, 2012, contained in the Registration Statement, and the prospectus supplement thereto, dated October 12, 2012 (collectively, the “Prospectus”).

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company, certificates of public officials and officers of the Company and such other documents, certificates and records as we have deemed necessary to render the opinions set forth herein, including,

ATLANTA    AUSTIN     BANGKOK    BEIJING    BRUSSELS    CHARLOTTE    DALLAS    HOUSTON    LONDON    LOS ANGELES

McLEAN    MIAMI    NEW YORK    NORFOLK    RALEIGH    RICHMOND    SAN FRANCISCO    TOKYO    WASHINGTON

www.hunton.com

Penn Virginia Corporation

October 22, 2012

Page 2

among other things, (i) the Articles of Incorporation of the Company, as certified on September 18, 2012 by the Clerk of the State Corporation Commission of the Commonwealth of Virginia (the “SCC”), (ii) the Articles of Amendment of the Company (the “Articles of Amendment”), as certified by the SCC on October 17, 2012, (iii) the Amended and Restated Bylaws of the Company, as amended through the date hereof, (iv) the Registration Statement, (v) the Prospectus, (vi) resolutions of the Board of Directors of the Company, adopted on October 5, 2012 and October 11, 2012, (vii) resolutions of the Pricing Committee of the Board of Directors adopted on October 11, 2012, (viii) an executed copy of the Underwriting Agreement, dated as of October 12, 2012 (the “Underwriting Agreement”), between the Company and Credit Suisse Securities (USA) LLC as representative of the several Underwriters listed in Schedule 1 thereto (the “Underwriters”) and relating to the Shares and (ix) a certificate issued by the SCC on October 19, 2012, and confirmed on the date hereof, to the effect that the Company is existing under the laws of the Commonwealth of Virginia and in good standing.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof on such parties (other than the authorization, execution and delivery of documents by the Company).

As to factual matters, we have relied upon, and assumed the accuracy of, representations included in the documents submitted to us, upon certificates of officers of the Company and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.

2. The Shares have been duly authorized by the Company and are validly issued, fully paid and nonassessable.

Penn Virginia Corporation

October 22, 2012

Page 3

We hereby consent to (a) the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof, (b) the incorporation by reference of this opinion into the Registration Statement and (c) the reference to our firm under the heading “Legal Matters” in the Registration Statement and the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

Very truly yours,

/s/ Hunton & Williams LLP