EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
October 9, 1998
Gulfport Energy Corporation
6307 Waterford Blvd., Suite 100
Oklahoma City, OK 73118
Re: Gulfport Energy Corporation -- Registration Statement on Form S-1
(File No. 333-62603)
Ladies and Gentlemen:
We have acted as counsel to Gulfport Energy Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
above-referenced Registration Statement on Form S-1 initially filed by the
Company with the Securities and Exchange Commission (the "Commission") on
August 31, 1998 under the Securities Act of 1933, as amended (the "1933 Act"),
and Pre-effective Amendment No. 1 thereto filed by the Company with the
Commission on October 16, 1998 (as so amended, the "Registration Statement").
The Registration Statement relates to the registration under the 1933 Act of the
number of shares (the "Shares") of common stock, par value $.01 per share, of
the Company specified therein (the "Common Stock").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement (together with the form of prospectus), (ii) the Certificate of
Incorporation and By-Laws of the Company, as amended to date, (iii) copies of
certain resolutions adopted by the Board of Directors of the Company relating to
the filing of the Registration Statement and any amendments or supplements
thereto, and the proposed issuance of the Common Shares and related matters, and
(iv) such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth herein. In such examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. As to
any facts material to
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Gulfport Energy Corporation
October 9, 1998
Page 2
the opinion expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company.
We express no opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective, (ii) an amendment to the
Certificate of Incorporation of the Company increasing the authorized Common
Stock to 250,000,000 as described in the Registration Statement under the
caption "Description of Securities -- Common Stock" is duly approved by holders
of a majority of the shares of outstanding Common Stock and duly filed with the
Secretary of State of Delaware and (iii) certificates representing the Shares
are duly executed, countersigned, registered and duly delivered upon payment of
the agreed upon consideration therefor as described in the Registration
Statement, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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