APA Corporation
September 27, 2024
Page 2
$150,000,000 of APA’s 7.375% Debentures due 2047 (the “New 2047 Debentures”), which will have been registered under the Act, for an equal principal amount of Apache’s 7.375% Debentures due 2047 (the “Original 2047 Debentures”), (xiii) an aggregate principal amount of up to $386,754,000 of APA’s 5.350% Notes due 2049 (the “New 2049 Notes”), which will have been registered under the Act, for an equal principal amount of Apache’s 5.350% Notes due 2049 (the “Original 2049 Notes”), and (xiv) an aggregate principal amount of up to $39,170,000 of APA’s 7.625% Debentures due 2096 (the “New 2096 Debentures” and together with the New March 2026 Notes, the New April 2026 Notes, the New 2027 Notes, the New 2028 Notes, the New 2029 Notes, the New 2030 Notes, the New 2037 Notes, the New 2040 Notes, the New 2042 Notes, the New 2043 Notes, the New 2044 Notes, the New 2047 Debentures, and the New 2049 Notes, the “Exchange Notes”), which will have been registered under the Act, for an equal principal amount of Apache’s 7.625% Debentures due 2096 (the “Original 2096 Debentures” and together with the Original March 2026 Notes, the Original April 2026 Notes, the Original 2027 Notes, the Original 2028 Notes, the Original 2029 Notes, the Original 2030 Notes, the Original 2037 Notes, the Original 2040 Notes, the Original 2042 Notes, the Original 2043 Notes, the Original 2044 Notes, the Original 2047 Debentures, and the Original 2049 Notes, the “Original Notes”). The Exchange Notes will be issued under the Senior Indenture, dated as of June 30, 2021 (the “Indenture”), between APA and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.
At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
We have examined originals, or copies certified or otherwise identified, of (i) the Registration Statement and the form of prospectus contained therein; (ii) the Amended and Restated Certificate of Incorporation of APA and the Amended and Restated Bylaws of APA, in each case as amended to date; (iii) the Indenture; (iv) the forms of the Exchange Notes; (v) corporate records of APA, including minute books of APA and certain resolutions of the Board of Directors, or committees thereof, of APA, as furnished to us by APA; and (vi) such other instruments, documents and records as we have deemed necessary and relevant for the purposes hereof. We have relied upon certificates of officers of APA and of public officials as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof. In such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein. In making our examination of executed documents or documents to be executed, we have assumed that they constitute or will constitute valid, binding and enforceable obligations of all parties thereto other than APA.
AUSTIN DALLAS DUBAI HOUSTON LONDON NEW YORK PARIS SAN ANTONIO SEATTLE WASHINGTON, DC
