EX-5.1 2 ex51.htm EXHIBIT 5.1 ex51.htm
 
 
EXHIBIT 5.1
 
John D. Marziotti
 
General Counsel and Corporate Secretary
 
   

 
June 3, 2015
 

 
Ladies and Gentlemen:
 
I am General Counsel and Corporate Secretary of Newfield Exploration Company, a Delaware corporation (the “Company”).  This opinion is furnished to you in connection with the registration under the Securities Act of 1933, as amended, of 7,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) that may be issued under the Company’s 2011 Omnibus Stock Plan, as amended effective May 2, 2013 and May 15, 2015 (the “Plan”).  In such capacity, I am familiar with the Company’s Certificate of Incorporation and Bylaws, each as amended from time to time, as well as the Plan.  In addition, I have examined records of relevant corporate proceedings with respect to the offering of the Shares under the Plan and such other records, instruments and documents pertaining to the Company that I have deemed necessary for purposes of delivering this opinion.  I also have examined the Company’s Registration Statement on Form S-8 to which this opinion is an exhibit (the “Registration Statement”).  I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents examined as originals, the conformity to original documents of all documents examined as certified or photostatic copies and the authenticity of the originals of such copies.  In addition, I have assumed that the consideration received by the Company for the Shares will not be less than the par value of the Shares.
 
Based on the foregoing and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan, will be duly and validly issued, fully paid and nonassessable.
 
The foregoing opinion is limited in all respects to matters governed by the General Corporation Law of the State of Delaware, which includes statutory provisions and also all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws, and the federal laws of the United States of America, to the extent applicable.  I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement.
 
     
     Sincerely,  
 
 
/s/ John D. Marziotti  
    John D. Marziotti  
    General Counsel and Corporate Secretary