|RANGE RESOURCES CORP filed this Form S-3ASR on 08/09/2017|
Range Resources Corporation
August 9, 2017
We have examined the Registration Statement, the exhibits thereto, the Companys Restated Certificate of Incorporation, as amended to the date hereof (the Charter), the Companys Amended and Restated By-Laws, as amended to the date hereof (the By-Laws), the organizational documents of the Guarantors, as amended to the date hereof, and the resolutions (the Resolutions) adopted by the board of directors of the Company (the Board) and the board of directors or managers (each, a Governing Body) of each of the Guarantors relating to the Registration Statement. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and the Guarantors, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Senior Debt Securities of each series covered by the Registration Statement will constitute valid and binding obligations of the Company and the Senior Guarantees (if any) of each such series of Senior Debt Securities will constitute valid and binding obligations of each Guarantor (if any) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act and the Senior Indenture (including any necessary supplemental indenture) shall have been qualified under the Trust Indenture Act of 1939, as amended (the TIA); (ii) a prospectus supplement with respect to such series of Senior Debt Securities shall have been filed with the SEC in compliance with the Securities Act and the rules and regulations thereunder; (iii) the Senior Indenture shall have been duly authorized, executed and delivered by the Company, each Guarantor (if any) and the Senior Trustee; (iv) all necessary corporate action shall have been taken by the Company to authorize the form, terms, execution, delivery, performance, issuance and sale of such series of Senior Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such Senior Debt Securities and the Senior Indenture and to authorize the execution, delivery and performance of a supplemental indenture or officers certificate establishing the form and terms of such series of Senior Debt Securities as contemplated by the Senior Indenture; (v) all necessary corporate or limited liability company action shall have been taken by each Guarantor (if any) to authorize the terms and issuance of its Senior Guarantee (if any) related to such series of Senior Debt Securities as contemplated by the Registration Statement, the prospectus supplement relating to such Senior Debt Securities and