Exhibit 5.1
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
August 10, 2022
Southwestern Energy Company
10000 Energy Drive
Spring, Texas 77389
Ladies and Gentlemen:
We have acted as counsel for Southwestern Energy Company, a Delaware corporation (the “Company”), in connection with the preparation of a post-effective amendment on Form S-8 (as amended or supplemented, the “Post-Effective Amendment”) to the registration statement on Form S-8 (Registration No. 333-233049) (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof under the Securities Act of 1933, as amended (the “Act”), with respect to 9,614,495 shares (the “2013 Plan Shares”) of common stock of the Company, par value $0.01 per share (“Common Stock”) that remained available for issuance under the Southwestern Energy Company 2013 Incentive Plan (the “2013 Plan”) as of the date hereof and authorized for issuance under the Southwestern Energy Company 2022 Incentive Plan (the “2022 Plan”).
On April 7, 2022, the Board of Directors of the Company approved the 2022 Plan, which was subsequently approved by the Company’s stockholders on May 19, 2022. The 2022 Plan authorizes for issuance 40,000,000 shares of Common Stock less the number of shares of Common Stock awarded under the 2013 Plan after March 21, 2022 and through May 20, 2022 (or 231,216 shares of Common Stock).
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the Registration Statement, (iii) the 2013 Plan and the 2022 Plan, and (iv) the Post-Effective Amendment and the exhibits thereto.
We have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Company.
We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares of Common Stock that the Company is authorized to issue pursuant to its charter exceeds the number of shares of Common Stock outstanding and the number of shares of Common Stock that the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than the issuances of the shares of Common Stock pursuant to the 2013 Plan by at least the number of shares authorized for issuance pursuant to the 2013 Plan, and we have assumed that such condition will remain true at all future times relevant to this opinion.
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