SEC Filings

S-3ASR
RANGE RESOURCES CORP filed this Form S-3ASR on 08/09/2017
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Range Resources Corporation

August 9, 2017

Page 8

 

underwriting or similar agreement to the purchasers thereof against payment of the agreed consideration therefor and, if any shares of Common Stock or shares of Preferred Stock are included in such issue of Units or are issuable in exchange for or upon exercise of a Security included in such issue of Units, a portion of such consideration shall be allocated to such shares of Common Stock or shares of Preferred Stock, as the case may be, in an amount not less than the aggregate par value thereof.

Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief. Our opinions are also subject to (i) provisions of law which may require that a judgment for money damages rendered by a court in the United States of America be expressed only in United States dollars, (ii) requirements that a claim with respect to any Debt Securities or other obligations that are denominated or payable other than in United States dollars (or a judgment denominated or payable other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law and (iii) governmental authority to limit, delay or prohibit the making of payments outside of the United States of America or in a foreign currency.

For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of any of the Securities:

(i)     the Securities being offered will be issued and sold as contemplated in the Registration Statement and the prospectus supplement relating thereto;

(ii)    the execution, delivery and performance by the Company and the Guarantors (if any) of the Senior Indenture, each indenture supplement to the Senior Indenture, the Subordinated Indenture, each indenture supplement to the Subordinated Indenture, the Deposit Agreement, the Warrant Agreement and the Unit Agreement, as applicable, and the issuance, sale and delivery of the applicable Securities will not (A) contravene or violate the organizational documents of either the Company or any Guarantor, (B) violate any law, rule or regulation applicable to the Company or any Guarantor, (C) result in a default under or breach of any agreement or instrument binding upon the Company or any Guarantor or any order, judgment or decree of any court or governmental authority applicable to the Company or any Guarantor, or (D) require any authorization, approval or other action by, or notice to or filing with, any court or governmental authority (other than such authorizations, approvals, actions, notices or filings which shall have been obtained or made, as the case may be, and which shall be in full force and effect);