Exhibit 5.1
March 7, 2011
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
Re:
|
EOG Resources, Inc. | |
| Registration Statement on Form S-3 | ||
| File No. 333-163947 |
Ladies and Gentlemen:
We have acted as counsel to EOG Resources, Inc., a Delaware corporation (the “Company”), in
connection with the registration, pursuant to a Registration Statement on Form S-3, as amended
(File Number 333-163947) (the “Registration Statement”), filed with the Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the
offering and sale by the Company of up to 13,570,000 shares (including up to 1,770,000 shares
subject to the Underwriters’ (as defined below) overallotment option) of common stock, par value
$0.01 per share (the “Common Stock”), of the Company (the “Shares”), to be issued and sold pursuant
to the terms of an underwriting agreement (the “Underwriting Agreement”) dated March 1, 2011
between the Company on the one hand and Goldman, Sachs & Co. and Barclays Capital Inc., as
representatives of the several Underwriters named therein (together, the “Underwriters”), on the
other hand. This opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.
We have examined originals or certified copies of (i) the Underwriting Agreement and (ii) 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 all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to authentic original
documents of all copies submitted to us as conformed, certified or reproduced copies. We have also
assumed that, upon sale and delivery, valid book-entry notations for the issuance of the Shares in
uncertificated form will have been duly made in the share register of the Company. As to various
questions of fact relevant to this letter, we have relied, without independent investigation, upon
certificates of public officials and certificates of officers of the Company, all of which we
assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that, when the Shares have been issued and
delivered in accordance with the Underwriting Agreement against payment in full of the
consideration payable therefor as determined by the Board of Directors of the Company or a duly
authorized committee thereof and as contemplated by the Underwriting Agreement, the Shares will
have been duly authorized and validly issued and will be fully paid and non-assessable.