8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

August 17, 2009
Date of report (Date of earliest event reported)

Petroleum Development Corporation

Exact Name of Registrant as Specified in Charter

Nevada
State or Other
Jurisdiction
of Incorporation 0-7246
Commission
File Number 95-2636730
IRS Employer
Identification
Number

1775 Sherman Street, Suite 3000, Denver, CO 80203
Address of Principal Executive Offices

303-860-5800
Registrant’s telephone number, including area code

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):

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

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

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

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

No Change
Former Name or Former Address, if Changed Since Last Report

TABLE OF CONTENTS

EX-5.1

EX-99.1

Item 8.01. Other Events

On August 17, 2009, Petroleum Development Corporation (the “Company”) issued a press release announcing that it closed its public offering of 4,312,500 shares of common stock (the “Closing”), including 562,500 shares issued upon full exercise of underwriters’ over-allotment option, at a price to the public of $12.00 per share. The offering was underwritten by J.P. Morgan Securities Inc. (“J.P. Morgan”), pursuant to the Underwriting Agreement by and between the Company and J.P. Morgan, as representative of the several underwriters named in Schedule 1 of the Underwriting Agreement, dated August 11, 2009, as previously reported in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 12, 2009. The Closing took place on August 17, 2009.

The offering was made pursuant to an effective shelf Registration Statement on Form S-3 the Company filed with the U.S. Securities and Exchange Commission on November 26, 2008 and declared effective on January 30, 2009 (File No. 333-155745). A prospectus supplement relating to the offering has been filed with the U.S. Securities and Exchange Commission. A copy of the opinion of Duane Morris LLP relating to the legality of the issuance and sale of securities in the offering is attached hereto as Exhibit 5.1.

The Company’s press release is filed as Exhibit 99.1 to this report. Information included in this report, and in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in the filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
5.1	Opinion of Duane Morris LLP
23.1	Consent of Duane Morris LLP (contained in Exhibit 5.1 hereto)
99.1	PRESS RELEASE
	Petroleum Development Corporation Closes Public Offering of 4,312,500 Shares of Common Stock

SIGNATURE

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.

PETROLEUM DEVELOPMENT CORPORATION

Date:	August 17, 2009
By:	/s/ Gysle R. Shellum
	Gysle R. Shellum
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.	Description
5.1	Opinion of Duane Morris LLP
23.1	Consent of Duane Morris LLP (contained in Exhibit 5.1 hereto)
99.1	PRESS RELEASE
	Petroleum Development Corporation Closes Public Offering of 4,312,500 Shares of Common Stock

EX-5.1

Exhibit 5.1

		FIRM and AFFILIATE OFFICES
		NEW YORK
		LONDON
		SINGAPORE
		LOS ANGELES
		CHICAGO
www.duanemorris.com		HOUSTON
		HANOI
		PHILADELPHIA
		SAN DIEGO
		SAN FRANCISCO
		BALTIMORE
		BOSTON
		WASHINGTON, DC
		LAS VEGAS
		ATLANTA
		MIAMI
		PITTSBURGH
		NEWARK
		BOCA RATON
		WILMINGTON
		CHERRY HILL
		PRINCETON
		LAKE TAHOE
		HO CHI MINH CITY

August 17, 2009

Petroleum Development Corporation
1775 Sherman Street, Suite 3000
Denver, Colorado 80203

Re: Petroleum Development Corporation – Registration Statement on Form S-3 Relating to the Public Offering of 4,312,500 Shares of Common Stock

Ladies and Gentlemen:

     We have acted as counsel to Petroleum Development Corporation, a Nevada corporation (the “Company”), in connection with (1) the Registration Statement on Form S-3 (Registration No. 333-155745) (the “Registration Statement”) filed by the Company on November 26, 2008 pursuant to the Securities Act of 1933, as amended (the “Act”), amended on December 16, 2008 and declared effective on January 30, 2009, and (2) the Company’s offering and sale of up to 4,312,500 shares of its common stock, par value $0.01 per share, including 562,500 shares that may be sold to cover over-allotments, if any (collectively, the “Shares”).

     The Shares are being offered and sold as described in the prospectus, dated January 30, 2009, contained in the Registration Statement, and the prospectus supplement thereto, dated August 11, 2009 (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.

     In connection with the opinion set forth in this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (1) the Second Amended and Restated Articles of Incorporation of the Company, (2) the Bylaws of the Company, (3) the resolutions of the Board of Directors dated June 29, 2009 and August 4, 2009, (4) the resolutions of the Pricing Committee of the Board of Directors dated August 11, 2009, (5) the Registration Statement, and (6) the Prospectus, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

Duane Morris llp

30 SOUTH 17TH STREET     PHILADELPHIA, PA 19103-4196 PHONE: 215.979.1000  FAX: 215.979.1020

Petroleum Development Corporation
August 17, 2009
Page 2

     We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, photostatic or other copies and the authenticity of the originals of all documents submitted to us as copies.

     Based upon the foregoing, 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 State of Nevada.

     2. The Shares have been duly authorized and, when the Shares have been issued and sold as contemplated in the Registration Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

     The opinion set forth above is limited to the laws of the State of Nevada.

     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, (b) the incorporation by reference of this opinion into the Registration Statement and (c) the references to our firm under the headings “Certain Legal Matters” and “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.

Sincerely,

/s/ DUANE MORRIS LLP

DUANE MORRIS LLP

EX-99.1

Exhibit 99.1

NEWS FROM
Petroleum Development Corporation

FOR IMMEDIATE RELEASE:
August 17, 2009

Petroleum Development Corporation Closes Public Offering
of 4,312,500 Shares of Common Stock

DENVER, CO, August 17, 2009: Petroleum Development Corporation (NASDAQ: PETD) announced today that it has closed its public offering of 4,312,500 shares of common stock, including 562,500 shares issued upon full exercise of underwriters’ over-allotment option, at a price to the public of $12.00 per share. The net proceeds from the offering were approximately $48.6 million (after deducting underwriting discounts and commissions and estimated expenses). Petroleum Development Corporation intends to use the net proceeds of the offering to repay borrowings under its credit facility.

J.P. Morgan Securities Inc. acted as sole book-running manager for the common stock offering.

A copy of the prospectus supplement and related base prospectus for the offering may be obtained on the Securities and Exchange Commission website at http://www.sec.gov. Alternatively, the underwriters will arrange to send you the prospectus supplement and related base prospectus if you request them by contacting J.P. Morgan Securities Inc. at 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attn: Chase Distribution and Support Service, Northeast Statement Processing, or by telephone at (718) 242-8002, or by fax at (718) 242-8003.

About Petroleum Development Corporation

Petroleum Development Corporation is an independent energy company engaged in the development, production and marketing of natural gas and oil. Its operations are focused in the Rocky Mountains with additional operations in the Appalachian Basin and Michigan.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities referred to above. An offering of any such securities will be made only by means of a prospectus supplement to the base prospectus contained in the Company’s shelf registration statement on Form S-3. Any such prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any such securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Statements contained in this release that state the company’s or management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “believe,” “expect,” “should,” “could,” “estimates,” and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see Petroleum Development Corporation’s annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission.

CONTACT: Marti Dowling, Manager – Investor Relations, 303/831-3926, ir@petd.com

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1775 Sherman Street • Suite 3000 • Denver, Colorado 80203-4341 • 303/860-5800
~ www.petd.com ~