POSASR

As filed with the Securities and Exchange Commission on May 12, 2023

Registration No. 333-270153

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OVINTIV INC.*

(and the subsidiary identified below in the Table of Co-Registrants)

(Exact name of registrant as specified in its charter)

Delaware	84-4427672
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

370 17th Street, Suite 1700

Denver, Colorado 80202

(303) 623-2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Meghan N. Eilers

Executive Vice-President, General Counsel & Corporate Secretary

Ovintiv Inc.

370 17th Street, Suite 1700

Denver, Colorado 80202

(303) 623-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Cynthia M. Mabry

Hillary H. Holmes

Gibson, Dunn & Crutcher LLP

811 Main St., Suite 3000

Houston, Texas 77002-4995

(346) 718-6614

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

*Co-Registrant

Exact name of co-registrant as specified in its charter(1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
Ovintiv Canada ULC	British Columbia, Canada	98-1601153

(1) The address of the Co-Registrant is c/o Ovintiv Inc., Suite 1700, 370 17th Street, Denver, Colorado, 80202 and the telephone number for the Co-Registrant is (303) 623-2300.

EXPLANATORY NOTE

This Post-Effective Amendment to the Registration Statement (File No. 333-270153) (this “Registration Statement”) is being filed solely for the purposes of adding Ovintiv Canada ULC, an unlimited liability company existing under the laws of British Columbia, Canada (“Ovintiv Canada”), as co-registrant under this Registration Statement. Ovintiv Canada is an indirect wholly-owned subsidiary of Ovintiv Inc. (the “Company”) and guarantor of all of the Company’s outstanding senior notes, revolving credit facility and term loan. Ovintiv Canada may be the guarantor of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement. No other changes or additions are being made hereby to the base prospectus that already forms a part of this Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of the estimated expenses, other than any underwriting discounts and commissions, that we expect to incur in connection with the issuance and distribution of the Securities registered under this Registration Statement:

SEC Registration Fee	$		*
Accounting Fees and Expenses	$	*	*
Legal Fees and Expenses	$	*	*
Printing Fees	$	*	*
Transfer Agents and Trustees’ Fees and Expenses	$	*	*
Stock Exchange Listing Fees	$	*	*
Miscellaneous	$	*	*
Total	$	*	*

* Applicable SEC registration fees have been deferred in reliance on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”).

** These fees are calculated based on the Securities offered and the number of issuances and accordingly cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of the Securities being offered will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers.

Ovintiv Inc.

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines, and settlement amounts actually and reasonably incurred in connection with specified actions, suits, or proceedings brought by third parties, whether civil, criminal, administrative, or investigative, if the individuals acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions and actions brought directly by the corporation, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification of expenses if the person seeking indemnification has been found liable to the corporation. In addition, the statute requires indemnification of directors and officers to the extent they have been successful, on the merits or otherwise, in defending an action, suit, or proceeding (whether brought by a third party or by or on behalf of the corporation). The statute also permits a corporation to pay expenses of defense in advance of the final disposition of an action, suit, or proceeding upon receipt (in the case of a current director or officer) of an undertaking to repay any amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

Ovintiv’s Certificate of Incorporation contains provisions that limit the liability of the directors of Ovintiv for monetary damages to the fullest extent permitted by Delaware law. Consequently, Ovintiv directors will not be personally liable to Ovintiv or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s duty of loyalty to Ovintiv or its stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• willful or negligent declaration and payment of unlawful dividends, or unlawful share purchases or redemptions; or

• any transaction from which the director derived an improper personal benefit.

The Certificate of Incorporation provides that Ovintiv is required to indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. The Certificate of Incorporation also obligates Ovintiv to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding. In addition, Ovintiv has entered into agreements with Ovintiv directors and officers to indemnify such directors and officers. With specified exceptions, these agreements provide for indemnification against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by any of these individuals in any action, suit or proceeding, to the fullest extent permitted by applicable law. In addition, Ovintiv maintains directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Certificate of Incorporation may discourage stockholders from bringing a lawsuit against Ovintiv directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against Ovintiv directors and officers, even though an action, if successful, might benefit Ovintiv and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that Ovintiv pays the costs of settlement or damages.

The foregoing summaries are necessarily subject to the complete text of Section 145 of the DGCL and Ovintiv’s Certificate of Incorporation and the arrangements referred to above and are qualified in their entirety by reference thereto.

Ovintiv Canada ULC

Sections 159 to 165 of the Business Corporations Act (British Columbia) (the “BCA”) provide that a company may indemnify current or former directors and officers of the company or its affiliates, or a person who acts or acted at the company’s request as a director or officer (or a position equivalent to that of a director or officer) of another entity (each, an “eligible party”), and the heirs and legal representatives of such eligible party, against all judgments, penalties or fines awarded or imposed in, or an amount paid in settlement of, and eligible proceeding (each, an “eligible penalty”), and costs, charges and expenses other than eligible penalties (including legal fees) (“expenses”) related to any legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or any of their heirs and legal representatives is involved because of such person’s position as an eligible party (an “eligible proceeding”). Except as provided below, the BCA requires indemnification of the expenses actually and reasonably incurred by an eligible party following the final disposition of an eligible proceeding to the extent that the eligible party has not been reimbursed and is wholly successful, on the merits or otherwise, in the outcome of the proceeding. The BCA also permits a company to pay expenses actually and reasonably incurred by an eligible party in advance of the final disposition of an eligible proceeding upon receipt of an undertaking to repay any amounts advanced if it is ultimately determined that the eligible party is not entitled to be indemnified under the BCA.

The BCA provides that a company must not indemnify an eligible party, if any of the following circumstances apply, among others:

• the company is prohibited from giving the indemnity or paying the expenses by its articles;

• if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be,

• in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

The BCA permits a company to indemnify an eligible party against all eligible penalties to which the eligible party is or may be liable, and after the final disposition of an eligible proceeding pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding. In addition, the BCA permits a company to pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited (as described below), the eligible party will repay the amounts advanced. The BCA also permits a company to purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or other legal representatives against any liability that may be incurred by reason of the eligible party having acted as such.

Notwithstanding any of the above prohibitions, the company or an eligible party may apply to court for an order (a) that the company must indemnify the eligible party for any liability or expenses incurred by such person in respect of an eligible proceeding, (b) that the company pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding, (c) for the enforcement of, or any payment under, an agreement of indemnification entered into by the company, (d) that the company pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under the BCA, or (e) as the court considers appropriate.

Ovintiv Canada’s Articles contain provisions which provide that Ovintiv Canada must indemnify its current and former directors and officers or a person who acts or acted at Ovintiv Canada’s request as a director or officer of a body corporate of which Ovintiv Canada is or was a shareholder or creditor, and their heirs and legal representatives, to the extent permitted by the BCA. In addition, except as otherwise required by the BCA, Ovintiv Canada may indemnify (i) its current or former employees and agents, (ii) current and former persons serving at the request of Ovintiv Canada as a director, officer, employee, agent of or participant in another body corporate and (iii) any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason that they were an employee or agent of Ovintiv Canada. The indemnification provisions in the Articles are not exclusive of other indemnification rights provided to an eligible party under any agreement, vote of shareholders or directors or otherwise.

Ovintiv Canada’s Articles contain provisions that limit the liability of its directors and officers, to the extent permitted by law, for various matters including the acts and neglects or defaults of any other directors, officers or employees, defects in title to any property acquired by the company, losses from securities, money or other assets of the company held by others, unless resulting from the director’s or officer’s failure to act honestly and in good faith with a view to the best interests of the company and the failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

In addition, Ovintiv has entered into agreements with Ovintiv directors and officers to indemnify such directors and officers, including to the extent such directors and officers are also a director or officer of Ovintiv Canada ULC. With specified exceptions, these agreements provide for indemnification against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement by any of these individuals in any action, suit or proceeding, to the fullest extent permitted by applicable law.

The foregoing summaries are necessarily subject to the complete text of Sections 159 to 165 of the BCA and Ovintiv Canada’s Articles and the arrangements referred to above and are qualified in their entirety by reference thereto.

Item 16. Exhibits.†

Exhibit Number	Description
3.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Ovintiv’s Current Report on Form 8-K12B filed on January 24, 2020, SEC File No. 001-39191).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Ovintiv’s Current Report on Form 8-K filed on December 19, 2022, SEC File No. 001-39191).
3.3*	Notice of Articles of Ovintiv Canada ULC.
3.4*	Articles of Ovintiv Canada ULC.
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Ovintiv’s Current Report on Form 8-K12B filed on January 24, 2020, SEC File No. 001-39191).
4.2**	Form of Indenture.
5.1*	Opinion of Gibson, Dunn & Crutcher LLP.
5.2*	Opinion of Blake, Cassels & Graydon LLP.
23.1*	Consent of PricewaterhouseCoopers LLP.
23.2*	Consent of McDaniel & Associates Consultants Ltd.
23.3*	Consent of Netherland, Sewell & Associates, Inc.
23.4*	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
23.5*	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.2)
24.1**	Powers of Attorney (Ovintiv Inc.) (included on the signature pages to this Registration Statement).
24.2*	Powers of Attorney (Ovintiv Canada ULC) (included on the signature pages to this Registration Statement).
25.1*	Statement of Eligibility of the Trustee on Form T-1.
107*	Filing Fee Table.

* Filed herewith.

** Previously filed.

† Ovintiv Inc. will file as an exhibit to a Current Report on Form 8-K (i) any underwriting, remarketing or agency agreement relating to securities offered hereby, (ii) the instruments setting forth the terms of any securities, (iii) any additional required opinions of counsel with respect to legality of the securities offered hereby and (iv) any required opinion of counsel as to certain tax matters relative to securities offered hereby. Any additional required Statements of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), on Form T-1 would be filed, if necessary, on Form 305B2 in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Ovintiv Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment no. 1 to the registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on this 12th day of May, 2023.

OVINTIV INC.
By:	/s/ Corey D. Code
	Name:  Corey D. Code
	Title:   Executive Vice President & Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
*	Chairman of the Board of Directors	May 12, 2023
Peter A. Dea
*	President & Chief Executive Officer and Director (Principal Executive Officer)	May 12, 2023
Brendan M. McCracken
/s/ Corey D. Code	Executive Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 12, 2023
Corey D. Code
*	Director	May 12, 2023
Meg A. Gentle
*	Director	May 12, 2023
Ralph Izzo
*	Director	May 12, 2023
Howard J. Mayson
*	Director	May 12, 2023
Lee A. McIntire
*	Director	May 12, 2023
Katherine L. Minyard

*	Director	May 12, 2023
Steven W. Nance
*	Director	May 12, 2023
Suzanne P. Nimocks
*	Director	May 12, 2023
George L. Pita
*	Director	May 12, 2023
Thomas G. Ricks
*	Director	May 12, 2023
Brian G. Shaw

*By:	/s/ Corey D. Code
	Corey D. Code
	Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Ovintiv Canada ULC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment no. 1 to the registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on this 12th day of May, 2023.

OVINTIV CANADA ULC
By:	/s/ Corey D. Code
	Name: Corey D. Code
	Title: Director

POWERS OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Meghan N. Eilers and Corey D. Code, and each of them, any of whom may act without the joinder of the other, the true and lawful attorney-in-fact and agent of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments, including any post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Corey D. Code	Director	May 12, 2023
Corey D. Code
/s/ Meghan N. Eilers	Director	May 12, 2023
Meghan N. Eilers
/s/ H. Jason Verhaest	Director	May 12, 2023
H. Jason Verhaest

EX-3.3

Exhibit 3.3

	Mailing Address:	Location:
	PO Box 9431 Stn Prov Govt	2nd Floor - 940 Blanshard Street
	Victoria BC V8W 9V3	Victoria BC
	www.corporateonline.gov.bc.ca	1 877 526-1526

	CERTIFIED COPY
	Of a Document filed with the Province of
	British Columbia Registrar of Companies
Notice of Articles
BUSINESS CORPORATIONS ACT	T.K. SPARKS

This Notice of Articles was issued by the Registrar on: December 31, 2022 12:01 AM Pacific Time

Incorporation Number:                     BC1392756

Recognition Date and Time: December 31, 2022 12:01 AM Pacific Time as a result of an Amalgamation

NOTICE OF ARTICLES

B.C. UNLIMITED LIABILITY COMPANY STATEMENT

The shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in section 51.3 of the Business Corporations Act.

Name of Company:

OVINTIV CANADA ULC

REGISTERED OFFICE INFORMATION
Mailing Address:	Delivery Address:
SUITE 2600, THREE BENTALL CENTRE	SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET, P.O. BOX 49314	595 BURRARD STREET, P.O. BOX 49314
VANCOUVER BC V7X 1L3	VANCOUVER BC V7X 1L3
CANADA	CANADA

RECORDS OFFICE INFORMATION
Mailing Address:	Delivery Address:
SUITE 2600, THREE BENTALL CENTRE	SUITE 2600, THREE BENTALL CENTRE
595 BURRARD STREET, P.O. BOX 49314	595 BURRARD STREET, P.O. BOX 49314
VANCOUVER BC V7X 1L3	VANCOUVER BC V7X 1L3
CANADA	CANADA

Page: 1 of 2

DIRECTOR INFORMATION
Last Name, First Name, Middle Name:
Eilers, Meghan N.
Mailing Address:	Delivery Address:
SUITE 4400, 500 CENTRE STREET SE	SUITE 4400, 500 CENTRE STREET SE
CALGARY AB T2G 1A6	CALGARY AB T2G 1A6
CANADA	CANADA

Last Name, First Name, Middle Name:
Verhaest, H. Jason
Mailing Address:	Delivery Address:
SUITE 4400, 500 CENTRE STREET SE	SUITE 4400, 500 CENTRE STREET SE
CALGARY AB T2G 1A6	CALGARY AB T2G 1A6
CANADA	CANADA

Last Name, First Name, Middle Name:
Code, Corey D.
Mailing Address:	Delivery Address:
SUITE 4400, 500 CENTRE STREET SE	SUITE 4400, 500 CENTRE STREET SE
CALGARY AB T2G 1A6	CALGARY AB T2G 1A6
CANADA	CANADA

AUTHORIZED SHARE STRUCTURE
1.  No Maximum	Common Shares	Without Par Value
		With Special Rights or
		Restrictions attached
2.  No Maximum	Preferred Shares	Without Par Value
		With Special Rights or
		Restrictions attached

Page: 2 of 2

EX-3.4

Exhibit 3.4

Certificate of Continuation Number: C1238305

BUSINESS CORPORATIONS ACT

ARTICLES

of

OVINTIV CANADA ULC

(formerly, OVINTIV CANADA INC.)

(hereinafter referred to as the “Company”)

ARTICLE 1

INTERPRETATION

1.1 Interpretation - In these articles of the Company words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include an individual, partnership, association, body corporate, executor, administrator or legal representative and any number or aggregate of persons; “articles” include the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement and articles of revival; “board” shall mean the board of directors of the Company; “Business Corporations Act” shall mean the Business Corporations Act (British Columbia) and all regulations thereto, as amended from time to time, or any Act or regulations that may hereafter be substituted therefor; “Interpretation Act” shall mean the Interpretation Act (British Columbia), as amended from time to time; “meeting of shareholders” shall mean and include an annual meeting of shareholders and a special meeting of shareholders of the Company; and “signing officers” means any person authorized to sign on behalf of the Company pursuant to Article 7.2

1.2 Business Corporations Act and Interpretation Act Definitions Applicable; Conflict - The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these articles. If there is a conflict between these articles and the Business Corporations Act, the Business Corporations Act will prevail.

ARTICLE 2

DIRECTORS

2.1 Calling of and Notice of Meetings - Meetings of the board shall be held at such place and time and on such day as the president or a vice-president, if any, or any one director may determine. Notice of meetings of the board shall be given to each director not less than 24 hours before the time when the meeting is to be held. Each newly elected board may without notice hold its first meeting for the purposes of organization and the appointment of officers immediately following the meeting of shareholders at which such board was elected.

2.2 Votes to Govern - At all meetings of the board every question shall be decided by a majority of the votes cast on the question; and in case of an equality of votes the chair of the meeting shall not be entitled to a second or casting vote.

2.3 Interest of Directors and Officers Generally in Contracts - No director or officer shall be disqualified by his office from contracting with the Company nor shall any contract or arrangement entered into by or on behalf of the Company with any director or officer or in which any director or officer is in any way interested be liable to be voided nor shall any director or officer so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such director or officer holding that office or of the fiduciary relationship thereby established; provided that the director or officer shall have complied with the provisions of the Business Corporations Act.

2.4 Additional Directors - The board may, subject to the Business Corporations Act, appoint one or more additional directors other than the first directors of the Company.

ARTICLE 3

SHAREHOLDERS’ MEETINGS

3.1 Quorum - At any meeting of shareholders, a quorum shall be one person present in person entitled to vote thereat and holding or representing by proxy not less than 50.1 per cent of the votes entitled to be cast thereat.

3.2 Location - Meetings of shareholders may be held at such other location outside of British Columbia that the board may determine.

ARTICLE 4

MEETING BY TELEPHONE

4.1 Directors and Shareholders - A director may participate in a meeting of the board or of a committee of the board and a shareholder may participate in a meeting of shareholders by electronic means, telephone or other communication facilities that permit all persons participating in any such meeting to hear each other.

ARTICLE 5

SHARES AND SHARE TRANSFERS

5.1 Authorized Share Structure - The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the notice of articles of the Company.

5.2 Director Consent - No share in the capital of the Company shall be transferred without the express consent of the directors of the Company and the directors of the Company are not required to give any reason for refusing to consent to any such transfer.

ARTICLE 6

INDEMNIFICATION

6.1 Indemnification of Directors and Officers - The Company shall indemnify a director or officer of the Company, a former director or officer of the Company or a person who acts or acted at the Company’s request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his heirs and legal representatives to the extent permitted by the Business Corporations Act.

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6.2 Indemnity of Others - Except as otherwise required by the Business Corporations Act and subject to Article 6.1, the Company may from time to time indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or participant in another body corporate, partnership, joint venture, trust or other enterprise, against expenses (including legal fees), judgments, fines and any amount actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted honestly and in good faith with a view to the best interests of the Company and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Company and, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that his conduct was lawful.

6.3 Right of Indemnity Not Exclusive - The provisions for indemnification contained in these articles shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any agreement, vote of shareholders or directors or otherwise, both as to action in his official capacity and as to action in another capacity, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and legal representatives of such a person.

6.4 No Liability of Directors or Officers for Certain Matters - To the extent permitted by law, no director or officer for the time being of the Company shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by the Company or for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Company shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or body corporate with whom or which any moneys, securities or other assets belonging to the Company shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Company or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to act honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. If any director or officer of the Company shall be employed by or shall perform services for the Company otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his being a director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

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ARTICLE 7

BANKING ARRANGEMENTS, CONTRACTS, ETC.

7.1 Banking Arrangements - The banking business of the Company, or any part thereof, shall be transacted with such banks, trust companies or other financial institutions as the board may designate, appoint or authorize from time to time by consent resolution and all such banking business, or any part thereof, shall be transacted on the Company’s behalf by such one or more officers and/or other persons as the board may designate, direct or authorize from time to time by consent resolution and to the extent therein provided.

7.2 Execution of Instruments - Contracts, documents or instruments in writing requiring execution by the Company may be signed by any one director or officer of the Company, and all contracts, documents or instruments in writing so signed shall be binding upon the Company without any further authorization or formality. The board is authorized from time to time by consent resolution to appoint any officer or officers or any other person or persons on behalf of the Company to sign and deliver either contracts, documents or instruments in writing generally or to sign either manually or by facsimile signature and deliver specific contracts, documents or instruments in writing. The term “contracts, documents or instruments in writing” as used in these articles shall include deeds, mortgages, charges, conveyances, powers of attorney, transfers and assignments of property of all kinds (including specifically but without limitation transfers and assignments of shares, warrants, bonds, debentures or other securities), share certificates, warrants, bonds, debentures and other securities or security instruments of the Company and all paper writings.

7.3 Voting Rights in Other Bodies Corporate - The signing officers of the Company may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Company. Such instruments shall be in favour of such persons as may be determined by the officers executing or arranging for the same. In addition, the board may from time to time direct the manner in which and the persons by whom any particular voting rights or class of voting rights may or shall be exercised.

ARTICLE 8

MISCELLANEOUS

8.1 Invalidity of Any Provisions of These Articles - The invalidity or unenforceability of any provision of these articles shall not affect the validity or enforceability of the remaining provisions of these articles.

8.2 Omissions and Errors - The accidental omission to give any notice to any shareholder, director, officer or auditor or the non-receipt of any notice by any shareholder, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

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8.3 Number of Shareholders - The number of shareholders of the Company, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Company, were, while in that employment and have continued after the termination of that employment to be, shareholders of the Company, is limited to not more than 50, 2 or more persons who are the joint registered owners of 1 or more shares being counted as one shareholder.

8.4 Public Offering - Any invitation to the public to subscribe for securities of the Company is prohibited.

ARTICLE 9

SPECIAL RIGHTS AND RESTRICTIONS

ATTACHED TO COMMON SHARES AND PREFERRED SHARES

The rights, privileges, restrictions and conditions attaching to the Common shares in the capital of the Company (the “Common Shares”) and the Preferred shares in the capital of the Company (the “Preferred Shares”) are as set out herein.

9.1 The rights, privileges, restrictions and conditions attaching to the Common Shares are as follows:

(a) Payment of Dividends - The holders of the Common Shares shall be entitled to receive dividends if, as and when declared by the board out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to or concurrently with the holders of the Common Shares, the board may in its sole discretion declare dividends on the Common Shares to the exclusion of any other class of shares of the Company.

(b) Participation upon Liquidation, Dissolution or Winding Up - In the event of the liquidation, dissolution, or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall, subject to the rights of the holders of any other class of shares of the Company entitled to receive assets of the Company upon such a distribution in priority to or concurrently with the holders of the Common Shares, be entitled to participate in the distribution. Such distribution shall be made in equal amounts per share on all the Common Shares at the time outstanding without preference or distinction.

(c) Voting Rights - The holders of the Common Shares shall be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one (1) vote in respect of each Common Share held at all such meetings.

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9.2 The rights privileges, restrictions and conditions attaching to the Preferred Shares are as follows:

(a) Series - The Preferred Shares may at any time and from time to time be issued in one or more series. Subject to the provisions of Articles 9.2(b) and (c), the board may from time to time before the issue thereof fix the number of shares in, and determine the designation, rights, privileges, restrictions and conditions attaching to the shares of, each series of Preferred Shares.

(b) Payment of Dividends & Participation upon Liquidation, Dissolution or Winding Up of the Preferred Shares - The Preferred Shares shall be entitled to priority over the Common Shares and all other shares ranking junior to the Preferred Shares with respect to the payment of dividends and the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs.

(c) Payment of Dividends & Participation upon Liquidation, Dissolution or Winding Up of a Series - The Preferred Shares of each series shall rank on a parity with the Preferred Shares of every other series with respect to priority in the payment of dividends and in the distribution of assets of the Company in the event of any liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs.

~ Signature page immediately follows ~

The Company has as its articles these articles.
Full name and signature of a director	Date of signing
	January 24, 2020
Director

EX-5.1

Exhibit 5.1

Gibson, Dunn & Crutcher LLP   811 Main Street Houston, TX 77002-6117 Tel 346.718.6600 www.gibsondunn.com

May 12, 2023

Ovintiv Inc.

307 17^th Street, Suite 1700

Denver, CO 80202

Re: Ovintiv Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Ovintiv Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, as amended by Post-Effective Amendment No. 1 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act and the proposed issuance and sale from time to time pursuant to Rule 415 under the Securities Act, together or separately and in one or more series (if applicable) of:

(i) unsecured debt securities of the Company (the “Debt Securities”);

(ii) guarantees of the Debt Securities (the “Guarantees”) by Ovintiv Canada ULC, an unlimited liability company existing under the laws of British Columbia, Canada (the “Guarantor”);

(iii) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”);

(iv) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”);

(v) warrants for the purchase of Debt Securities, Common Stock, Preferred Stock, Units (as defined below), Share Purchase Contracts (as defined below), Share Purchase Units (as defined below) or any combination thereof (the “Warrants”);

(vi) units of the Company comprised of one or more of Debt Securities, Common Stock, Preferred Stock, Warrants, Share Purchase Contracts or Share Purchase Units, or any combination thereof (the “Units”);

(vii) share purchase contracts for the purchase or sale of Preferred Stock or Common Stock (the “Share Purchase Contracts”); and

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(viii) share purchase units consisting of a Share Purchase Contract and one or more of Debt Securities, Common Stock, Preferred Stock or Warrants (the “Share Purchase Units”).

The Debt Securities, Guarantees, Common Stock, Preferred Stock, Warrants, Units, Share Purchase Contracts and Share Purchase Units are collectively referred to herein as the “Securities.”

The Debt Securities are to be issued under an indenture to be entered into among the Company and The Bank of New York Mellon, as trustee (the “Base Indenture”).

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the forms of the Base Indenture and Debt Securities, the specimen Common Stock certificate, and such other documents, corporate records, certificates of officers of the Company, the Guarantor and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Guarantor and others.

We are not admitted or qualified to practice law in British Columbia, Canada. Therefore, we have relied upon the opinion of Blake, Cassels & Graydon LLP filed as an exhibit to the Registration Statement, with respect to matters governed by the laws of British Columbia, Canada.

We have assumed without independent investigation that:

(i)    at the time any Securities are sold pursuant to the Registration Statement (the “Relevant Time”), the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws;

(ii)    at the Relevant Time, a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and all related documentation and will comply with all applicable laws;

(iii)    all Securities will be issued and sold in the manner stated in the Registration Statement and the applicable prospectus supplement;

(iv)    at the Relevant Time, all corporate or other action required to be taken by the Company or the Guarantor to duly authorize each proposed issuance of Securities and any related documentation (including (i) the due reservation of any shares of Common Stock or Preferred Stock for issuance upon exercise, conversion or exchange of any Securities for Common Stock or Preferred Stock (a “Convertible Security”), and (ii) the execution (in the case of certificated Securities), delivery and performance of the Securities and any related documentation referred to in paragraphs 1 through 7 below) shall have been duly completed and shall remain in full force and effect;

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(v)    upon issuance of any Common Stock or Preferred Stock, including upon exercise, conversion or exchange of any Convertible Security, the total number of shares of Common Stock or Preferred Stock issued and outstanding will not exceed the total number of shares of Common Stock or Preferred Stock, as applicable, that the Company is then authorized to issue under its certificate of incorporation and other relevant documents;

(vi)    in the case of Debt Securities, at the Relevant Time, the Base Indenture shall have been duly executed and delivered by the Company and all other parties thereto and qualified under the Trust Indenture Act of 1939, as amended; and

(vii)    at the Relevant Time, a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized by all necessary corporate or other action of the Company or the Guarantor and duly executed and delivered by the Company, the Guarantor and the other parties thereto.

Based on the foregoing and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to any Debt Securities and related Guarantees, when:

a. the terms and conditions of such Debt Securities and Guarantees have been duly established by supplemental indenture or officers’ certificate in accordance with the terms and conditions of the Base Indenture,

b. any such supplemental indenture or officers’ certificate has been duly executed and delivered by the Company, the Guarantor and the trustee (together with the Base Indenture, the “Indenture”), and

c. such Debt Securities have been executed (in the case of certificated Debt Securities), delivered and authenticated in accordance with the terms of the Indenture and issued and sold for the consideration set forth in the applicable definitive purchase, underwriting or similar agreement,

such Debt Securities will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, and the Guarantees of such Debt Securities will be legal, valid and binding obligations of the Guarantor obligated thereon, enforceable against the Guarantor in accordance with their respective terms.

2. With respect to shares of Common Stock, when:

a. such shares of Common Stock have been duly executed (in the case of certificated shares) and delivered either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein, or (ii) upon conversion or

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exercise of any Convertible Security, in accordance with the terms of such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, and for any additional consideration specified therein, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Common Stock, and

b. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

such shares of Common Stock will be validly issued, fully paid and non-assessable.

3. With respect to any shares of Preferred Stock, when:

a. the certificate of designations relating to such Preferred Stock has been duly executed and filed with the Office of the Secretary of State of the State of Delaware,

b. such shares have been issued either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement and for the consideration therefor provided for therein or (ii) upon exercise, conversion or exchange of any Convertible Security and for any additional consideration specified in such Convertible Security or the instrument governing such Convertible Security providing for such conversion or exercise, which consideration (including any consideration paid for such Convertible Security), on a per-share basis, shall in either event not be less than the par value of the Preferred Stock, and

c. any such Convertible Security was previously validly issued and is fully paid and non-assessable (in the case of an equity Security) or is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms,

such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

4. With respect to any Warrants, when:

a. the warrant agreement relating to such Warrants (the “Warrant Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Warrants have been established in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Warrants have been duly executed (in the case of certificated Warrants) and delivered in accordance with the Warrant Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Warrants will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

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5. With respect to any Units, when:

a. the unit agreement relating to the Units (the “Unit Agreement”), if any, has been duly executed and delivered by the Company and each other party thereto,

b. the terms of the Units have been duly established in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement, and

c. the Units have been duly executed (in the case of certificated Units) and delivered in accordance with the Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

the Units will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6. With respect to any Share Purchase Contracts, when:

a. the related share purchase contract agreement (“Share Purchase Contract Agreement”), if any, has been duly executed by the Company and each other party thereto,

b. the terms of the Share Purchase Contracts have been established in accordance with the Share Purchase Contract Agreement, if any, or the applicable definitive purchase, underwriting or similar agreement,

c. the terms of any collateral or security arrangements relating to such Share Purchase Contracts have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and

d. such Share Purchase Contracts have been executed (in the case of certificated Share Purchase Contracts) and delivered in accordance with the Share Purchase Contract Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Share Purchase Contracts will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

7. With respect to any Share Purchase Units, when:

a. the related share purchase unit agreement (“Share Purchase Unit Agreement”), if any, has been duly executed by the Company and each other party thereto,

b. the terms of the Share Purchase Units have been established in accordance with the Share Purchase Unit Agreement, if any, or the applicable definitive purchase, underwriting or similar agreement,

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c. the terms of any collateral or security arrangements relating to such Share Purchase Units have been established and the agreements thereto have been validly executed and delivered by each of the parties thereto and any collateral has been deposited with the collateral agent, if applicable, in accordance with such arrangements, and

d. such Share Purchase Units have been executed (in the case of certificated Share Purchase Units) and delivered in accordance with the Share Purchase Unit Agreement, if any, and the applicable definitive purchase, underwriting or similar agreement for the consideration provided for therein,

such Share Purchase Units will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms.

The opinions expressed above are subject to the following exceptions, qualifications, limitations and assumptions:

A.    We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and the United States of America and, for purposes of paragraphs 2 and 3 above, the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions contained in paragraphs 2 and 3 above. This opinion is limited to the effect of the current state of the laws of the State of New York, the United States of America and, to the limited extent set forth above, the laws of the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

B.    The opinions above with respect to the Indenture, the Debt Securities, the related Guarantees, the Share Purchase Contracts, any Share Purchase Contract Agreement, the Warrants, the Warrant Agreement, the Units, the Unit Agreement, the Share Purchase Units and any Share Purchase Unit Agreement (collectively, the “Documents”) are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

C.    We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws; (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (iii) any provision in any Document waiving the right to object to venue in any court; (iv) any agreement to submit to the jurisdiction of any federal court; (v) any waiver of the right to jury trial or (vi) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others.

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D.    To the extent relevant to our opinions in paragraphs 4, 5, 6 and 7 and not covered by our opinions in paragraphs 1, 2, or 3, we have assumed that any securities, currencies or commodities underlying, comprising or issuable upon exchange, conversion or exercise of any Warrants, Units, Share Purchase Contracts or Share Purchase Units are validly issued, fully paid and non-assessable (in the case of an equity security) or a legal, valid and binding obligation of the issuer thereof, enforceable against such issuer in accordance with its terms.

You have informed us that you intend to issue Securities from time to time on a delayed or continuous basis, and we understand that prior to issuing any Securities pursuant to the Registration Statement (i) you will advise us in writing of the terms thereof, and (ii) you will afford us an opportunity to (x) review the operative documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and (y) file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-5.2

Exhibit 5.2

May 12, 2023

Ovintiv Inc.

370 17th Street, Suite 1700

Denver, Colorado 80202

Re: Ovintiv Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as British Columbia counsel for Ovintiv Canada ULC, an unlimited liability company existing under the laws of the Province of British Columbia (“Ovintiv Canada”), in connection with the preparation of a Post-Effective Amendment No. 1 (“Post-Effective Amendment”) to the Registration Statement on Form S-3 (File No. 333-270153), dated as of May 12, 2023 (together with the Post-Effective Amendment, the “Registration Statement”) of Ovintiv Inc., a Delaware corporation (the “Company”), under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale from time to time pursuant to Rule 415 under the Securities Act of, among other things, (i) unsecured debt securities that may be issued from time to time by the Company (the “Debt Securities”), and (ii) guarantees of the Debt Securities (the “Guarantees,” and together with the Debt Securities, each a “Security” and collectively the “Securities”) that may be entered into from time to time by Ovintiv Canada, in each case as more fully described in the Registration Statement, and the prospectus contained therein, or in one or more prospectus supplements that may be filed at the time any Securities are sold pursuant to the Registration Statement.

We have examined those records and documents as we have deemed necessary, including but not limited to originals, photocopies or conformed copies of (i) the Registration Statement (including the exhibits thereto), (ii) the certificate of incorporation, articles and other constating documents of Ovintiv Canada, (iii) the form of Indenture incorporated by reference as Exhibit 4.2 to the Registration Statement, and (iv) all of the certificates, agreements and documents that we have considered relevant and necessary as a basis for the opinions expressed in this letter. In addition, we have made those other examinations of law in fact as we considered necessary to form a basis for our opinions.

We are solicitors qualified to carry on the practice of law in British Columbia and we express no opinion as to any laws, or any matters governed by any laws, other than the laws of British Columbia and the federal laws of Canada applicable in British Columbia.

Our opinion is expressed with respect to laws in effect at the time of delivery of the opinion on the date of this opinion and we do not accept any responsibility to inform the addressees of any change in law subsequent to this date that does or may affect the opinions we express.

As to certain questions of fact material to our opinions that we have not independently established, we have relied upon representations of public officials and upon certificates from officers of Ovintiv Canada.

Page  2

In rendering the following opinions, we have assumed (i) all information contained in all documents reviewed by us is true and correct, (ii) the genuineness of all signatures on all documents reviewed by us, (iii) the authenticity and completeness of all documents submitted to us as originals, (iv) the conformity to authentic originals of all documents submitted to us as certified or photostatic copies, (v) each natural person signing any document reviewed by us had the legal capacity to do so, none of which facts we have independently verified, (vi) no issuance of Securities will be a “distribution” or “trade” (as such terms are defined in the Securities Act (British Columbia)) of any securities in British Columbia, (vii) no order, ruling or decision of any court or regulatory or administrative body is in effect at any relevant time that restricts the issuance of the Guarantees, (viii) there is no foreign law (as to which we have made no independent investigation) that would affect the opinion expressed herein, (ix) at the time any Debt Securities are sold pursuant to the Registration Statement, a prospectus supplement will have been prepared and filed with the U.S. Securities and Exchange Commission describing the Debt Securities offered thereby and describing the Guarantees to be entered into by Ovintiv Canada, and (x) at the time of the execution and delivery of any documents relating to the Securities or the offering thereof, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties. We also have assumed the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Based on the foregoing, and subject to the assumptions, exceptions and qualifications stated herein, we are of the opinion that with respect to Guarantees, when (a) the applicable Indenture and any applicable supplemental Indentures under which Guarantees are provided for have been duly authorized and validly executed and delivered by the trustee, the Company and Ovintiv Canada, (b) all necessary corporate action by Ovintiv Canada has been taken to duly authorize the execution and delivery of the applicable Indenture, any applicable supplemental Indentures under which Guarantees are provided for, the specific terms of such Guarantees, the terms of the offering thereof and related matters, and the performance of its obligations under each of the foregoing, and (c) such Guarantees have been duly authorized, executed, authenticated, issued and delivered in accordance with the applicable Indenture, applicable laws and any applicable supplemental Indenture, such Guarantees will be duly authorized, executed and delivered.

The opinion expressed above is subject in all respects to the following assumptions, exceptions and qualifications:

a. We have assumed that: (i) there shall not have occurred any change in law affecting the validity or enforceability of the Securities, and (ii) none of the terms of any Security, nor the issuance, execution and delivery of any such Security nor the compliance by the Company and Ovintiv Canada with the terms of such Security will violate any applicable law or will result in violation of any provision of any instrument or agreement then binding on the Company or Ovintiv Canada, or will violate any restriction imposed by a court or governmental body having jurisdiction over the Company or Ovintiv Canada.

b. In rendering the opinion above, we have assumed that the trustee is or, at the time the applicable Indenture is signed, will be qualified to act as trustee under the applicable Indenture and applicable law and that the trustee has or will have duly executed and delivered the applicable Indenture.

c. We express no opinion as to the enforceability of any Securities, agreements or other documents.

We understand that the reliances, limitations and assumptions expressed herein are satisfactory to you.

Page  3

We consent to the use of this opinion as Exhibit 5.2 to the Post-Effective Amendment and to the reference to our firm under the caption “Legal Matters” in the prospectus included as a part of the Registration Statement. In giving this consent, we do not admit that this firm is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP

BLAKE, CASSELS & GRAYDON LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 of our report dated February 27, 2023 relating to the financial statements and effectiveness of internal control over financial reporting, which appears in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chartered Professional Accountants

Calgary, Alberta

Canada

May 12, 2023

PricewaterhouseCoopers LLP

111-5th Avenue SW, Suite 3100, Calgary, Alberta, Canada T2P 5L3

T: +1 403 509 7500, F: +1 403 781 1825, ca_calgary_main_fax@pwc.com, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

EX-23.2

Exhibit 23.2

Ovintiv Inc.

370 – 17th Street, Suite 1700

Denver, Colorado

80202

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Form S-3 Registration Statement of Ovintiv Inc. of our name and reports auditing a portion of Ovintiv Inc.’s petroleum and natural gas reserves as of December 31, 2022 (the “Reports”), and the information derived from our Reports, included in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the United States Securities and Exchange Commission.

Yours truly,

McDANIEL & ASSOCIATES CONSULTANTS LTD.

/s/ Brian R. Hamm

Brian R. Hamm, P.Eng.

President & CEO

Calgary, Alberta

May 12, 2023

2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary AB  T2P 1G1    Tel: (403) 262-5506    www.mcdan.com

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

We hereby consent to the incorporation by reference in this Post Effective Amendment No. 1 to the Registration Statement on Form S-3 of Ovintiv Inc. of our name and reports auditing a portion of Ovintiv Inc.’s petroleum and natural gas reserves as of December 31, 2022 (the “Reports”), and the information derived from our Reports, included in Ovintiv Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ Eric J. Stevens
	Eric J. Stevens, P.E.
	President and Chief Operating Officer

Dallas, Texas

May 12, 2023

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
240 Greenwich Street, Floor 7 East, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

OVINTIV INC. and

OVINTIV CANADA ULC

(Exact name of obligors as specified in their charters)

Delaware	84-4427672
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

370 17th Street, Suite 1700

Denver, Colorado

80202

(303) 623-2300

Attention: Corporate Secretary

(Address of registrants’ principal executive offices)

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004, and One Commerce Plaza, Albany, N.Y. 12257
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W. Washington, D.C. 20429
The Clearing House Association L.L.C.	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor and any Guarantor.

If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.

None.

3-15. Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of the Trustee’s knowledge, neither the obligor nor any guarantor is in default under any Indenture for which the Trustee acts as Trustee and the Trustee is not a foreign trustee as provided under Item 15.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T 1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on May 12, 2023.

THE BANK OF NEW YORK MELLON
By:	/s/ Denise Kellerk
	Name: Denise Kellerk
	Title:   Vice President

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 240 Greenwich Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2023, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	4,712,000
Interest-bearing balances	125,756,000
Securities:
Held-to-maturity securities	54,560,000
Available-for-sale debt securities	83,794,000
Equity securities with readily determinable fair values not held for trading	0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	0
Securities purchased under agreements to resell	8,912,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases held for investment	29,415,000
LESS: Allowance for loan and lease losses	149,000
Loans and leases held for investment, net of allowance	29,266,000
Trading assets	3,700,000
Premises and fixed assets (including capitalized leases)	2,812,000
Other real estate owned	2,000
Investments in unconsolidated subsidiaries and associated companies	1,234,000
Direct and indirect investments in real estate ventures	0
Intangible assets	6,941,000
Other assets	19,766,000
Total assets	341,455,000

LIABILITIES
Deposits:
In domestic offices	186,566,000
Noninterest-bearing	68,448,000
Interest-bearing	118,118,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	98,019,000
Noninterest-bearing	5,805,000
Interest-bearing	92,214,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices .	0
Securities sold under agreements to repurchase	16,316,000
Trading liabilities	2,552,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	1,314,000
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	9,886,000
Total liabilities	314,653,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	12,066,000
Retained earnings	17,595,000
Accumulated other comprehensive income	-3,994,000
Other equity capital components	0
Total bank equity capital	26,802,000
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	26,802,000
Total liabilities and equity capital	341,455,000

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Dermot McDonogh

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Robin A. Vince
Frederick O. Terrell	Directors
Joseph J. Echevarria

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

OVINTIV INC. (Registrant)

Ovintiv Canada ULC (Subsidiary Guarantor)

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule(1)

Amount to be   Registered(2)

Proposed   Maximum   Offering   Price Per   Unit(2)

Maximum   Aggregate   Offering   Price(2)

Fee   Rate(1)

Amount of   Registration   Fee(1)

Carry   Forward   Form   Type

Carry   Forward   File   Number

Carry   Forward   Initial   effective   date

Filing Fee   Previously   Paid In   Connection   with   Unsold   Securities   to be   Carried   Forward

Newly Registered Securities

Fees to Be Paid

Debt

Debt Securities

Rule 456(b) and   Rule 457(r)

Equity

Common Stock, par value $0.01 per share

Rule 456(b) and   Rule 457(r)

Equity

Preferred Stock, par value $0.01 per share

Rule 456(b) and   Rule 457(r)

Other

Warrants

Rule 456(b) and   Rule 457(r)

Other

Units

Rule 456(b) and   Rule 457(r)

Other

Share Purchase Contracts

Rule 456(b) and   Rule 457(r)

Other

Share Purchase Units

Rule 456(b) and   Rule 457(r)

Other

Guarantees of Debt   Securities

Rule 457(n)

Fees Previously   Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

CarryForward   Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1) In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.

(2) An indeterminate aggregate amount or number of securities of each class is being registered hereunder, as may from time to time be offered, at indeterminate prices. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. The indeterminate aggregate amount or number also includes such securities as may, from time to time, be issued upon conversion or exchange of securities registered hereunder, to the extent any such securities are, by their terms, convertible into or exchangeable for other securities.