EX-5.1 2 a2230586zex-5_1.htm EX-5.1

Exhibit 5.1

 

 

January 4, 2017

 

PDC Energy, Inc.

1775 Sherman Street, Suite 3000

Denver, CO 80203

 

Ladies and Gentlemen:

 

We have acted as counsel to PDC Energy, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-3 filed by the Company with the Commission on January 4, 2017 (the “Registration Statement”), relating to the resale, from time to time, by the selling stockholders named therein of up to 9,386,768 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock included in the Registration Statement are referred to herein as the “Offered Securities.” We understand that the Offered Securities will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.   At your request, this opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K for filing as an exhibit to the Registration Statement.

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than the Company) any document reviewed by us, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us or filed with the Securities and Exchange Commission as conformed and certified or reproduced copies. In conducting our examination of documents, we have assumed the power, corporate or other, of all parties thereto (other than the Company) to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

Based on the foregoing, and subject to the limitations, exceptions, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Offered Securities being registered for resale by the selling stockholders have been validly issued and are fully paid and non-assessable.

 

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

 


 

A. The opinions herein are limited to matters governed by the federal laws of the United States of America and the General Corporation Law of the State of Delaware. Except as expressly stated above, we express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.

 

B. This letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing or of any fact or circumstance that may hereafter come to our attention.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” By giving such consent, we do not admit that we are 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.

 

 

Very truly yours,

 

 

 

/s/ DAVIS GRAHAM & STUBBS LLP

 

 

 

DAVIS GRAHAM & STUBBS LLP

 

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