EX-5.1 4 oxy-formsx8xexhibit51legal.htm EX-5.1 Document

Exhibit 5.1

June 17, 2020

Occidental Petroleum Corporation
5 Greenway Plaza, Suite 110
Houston, TX 77046
Re: Occidental Petroleum Corporation Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Occidental Petroleum Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to an additional 48,000,000 shares of the Company’s common stock, par value $0.20 per share (the “Shares”), under the Amended and Restated Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (the “Plan”).
In arriving at the opinion expressed below, we have examined the Plan and the originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation 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. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that, the Shares, when issued and delivered in accordance with the terms of the Plan, and against payment therefor in accordance with the terms of the form of agreement documenting the awards under which the Shares may be issued and delivered, and when the Registration

Occidental Petroleum Corporation
June 17, 2020
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Statement has become effective under the Securities Act, will be validly issued, fully paid and nonassessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than 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 above. This opinion is limited to the effect of the current state of the DGCL 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.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, 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.
/s/ Gibson, Dunn & Crutcher LLP