UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):

October 10, 2014 (October 10, 2014)

 

 

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

777 Post Oak Boulevard, Suite 650

Houston, Texas 77056

(Address of principal executive offices, including zip code)

 

(832) 369-6986

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                             Exhibits

 

Magnum Hunter Resources Corporation is filing the exhibits listed below in connection with the filing of a prospectus supplement relating to shares of its common stock under its previously filed Registration Statement on Form S-3 (File No. 333-197859).

 

Exhibit Number		Description
5.1		Opinion of Bracewell & Giuliani LLP
23.1		Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1 hereto)

 

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SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MAGNUM HUNTER RESOURCES CORPORATION
Date: October 10, 2014	/s/ Gary C. Evans
	Gary C. Evans,
	Chairman and Chief Executive Officer

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
5.1		Opinion of Bracewell & Giuliani LLP
23.1		Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1 hereto)

 

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EXHIBIT 5.1

 

[Letterhead of Bracewell & Giuliani LLP]

 

October 10, 2014

 

Magnum Hunter Resources Corporation

777 Post Oak Boulevard, Suite 650

Houston, Texas 77056

 

Ladies and Gentlemen:

 

We have acted as special counsel to Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), in connection with the transfer and pledge by Gary C. Evans, the Company’s Chairman and Chief Executive Officer, of 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to (a) the Company’s Registration Statement on Form S-3 (File No. 333-197859) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (b) the related prospectus dated August 5, 2014, as supplemented by the prospectus supplement relating to the Shares dated October 10, 2014 (as so supplemented, the “Prospectus), as filed by the Company with the Commission pursuant to Rule 424(b) under the Act. The Shares are to be transferred and pledged by Mr. Evans to Equities First Holdings, LLC pursuant to a Loan Agreement and a Pledge Agreement each dated as of October 10, 2014 (together, the “Loan Agreement”).  At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

 

We have examined originals or copies identified to our satisfaction of (a) the Registration Statement, (b) the Prospectus, (c) the Loan Agreement, (d) the Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company, each as amended to the date hereof; (e) certain resolutions adopted by the Board of Directors of the Company or committees thereof; and (f) such other instruments, documents and records as we have deemed necessary, relevant or appropriate for the purposes hereof.  We have relied on, and assumed the accuracy of, certificates of officers of the Company and of public officials and others as to certain matters of fact relating to this opinion and have made such investigations of law as we have deemed necessary and relevant as a basis hereof.  In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to authentic original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.

 

Based on the foregoing, subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and nonassessable.

 

The foregoing opinion is based on and is limited to the General Corporation Law of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws currently in effect, and we render no opinion with respect to the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as an exhibit to the Form 8-K and to the reference to us under the heading “Legal Matters” in the Prospectus.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

 

	Very truly yours,
	/s/ Bracewell & Giuliani LLP
	Bracewell & Giuliani LLP