Document

As filed with the Securities and Exchange Commission on July 3, 2019
Registration No. 333-230446

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

Amendment No. 1
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Diamondback Energy, Inc.*
 

(Exact Name of Registrant As Specified in Its Charter)
 
 
 
Delaware
(State or other jurisdiction of
incorporation or organization)
1311
(Primary Standard Industrial Classification
Code Number)
45-4502447
(I.R.S. Employer
Identification Number)
500 West Texas
Suite 1200
Midland, Texas 79701
(432) 221-7400
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Teresa L. Dick
Chief Accounting Officer
515 Central Park Drive, Suite 500
Oklahoma City, Oklahoma 73105
(405) 463-6900
(Name, address, including zip code and telephone number, including area code, of agent for service)
 
 
 
 
 
 
 
Copies to:
 
 
Seth R. Molay, P.C.
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, TX 75201
(214) 969-4780
 
 
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(d) 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.    ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
 
ý
 
 
Accelerated Filer
 
o
Non-Accelerated Filer
 
o
(Do not check if a smaller reporting company)
 
Smaller Reporting Company
 
o
 
 
 
 
 
Emerging Growth Company
 
o
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
 
o
 
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
 
 
 
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer) o
 
 
 
 
 
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o
 
 
 
 

* Co-Registrants
 
 
 
 
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
Diamondback O&G LLC
Delaware
26-1409444
Diamondback E&P LLC
Delaware
36-4728559
Energen Corporation
Alabama
63-0757759
Energen Resources Corporation
Alabama
63-0808872
EGN Services, Inc.
Alabama
63-0994169
 
 
 
 
(1)
The address of each Co-Registrant is c/o Diamondback Energy, Inc., 500 West Texas, Suite 1200, Midland, Texas 79701 and the telephone number for each Co-Registrant is (432) 221-7400.
 
 
 
 

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Registration Statement on Form S-4 (File No. 333-230446) for the sole purposes of re-filing an updated consent of Grant Thornton LLP, dated as of the current date, attached to this Amendment No. 1 as Exhibit 23.3 and filing (i) an opinion of Akin Gump Strauss Hauer & Feld LLP as to the legality of the 4.750% Senior Notes due 2024 being registered, attached to this Amendment No. 1 as Exhibit 5.1, (ii) an opinion of Balch & Bingham LLP attached to this Amendment No. 1 as Exhibit 5.2 with respect to the issuer’s Alabama subsidiary guarantors, (iii) consent of Akin Gump Strauss Hauer & Feld LLP (included on Exhibit 5.1) and (iv) consent of Balch & Bingham LLP (included on Exhibit 5.2).

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Limitation of Liability
Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability:
for any breach of the director’s duty of loyalty to the company or its stockholders;
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
in respect of certain unlawful dividend payments or stock redemptions or repurchases; and
for any transaction from which the director derives an improper personal benefit.
In accordance with Section 102(b)(7) of the DGCL, Section 9.1 of our certificate of incorporation provides that that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of our certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.
Indemnification
Section 145 of the DGCL permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents 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. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for

1


expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability
Our certificate of incorporation provides that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former directors and officers, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification pursuant to our certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification and advancement of expenses.
The right to indemnification conferred by our certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined by final judicial decision that such person is not entitled to be indemnified for such expenses under our certificate of incorporation or otherwise.
The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our certificate of incorporation may have or hereafter acquire under law, our certificate of incorporation, our bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any repeal or amendment of provisions of our certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our certificate of incorporation also permits us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our certificate of incorporation.
Our bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those set forth in our certificate of incorporation. In addition, our bylaws provide for a right of indemnitee to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them

2


as to which they could be indemnified. We also intend to enter into indemnification agreements with future directors and executive officers.
We may enter into an Underwriting Agreement in connection with a specific offering under which the underwriters will be obligated, under certain circumstances, to indemnify our directors and officers against certain liabilities, including liabilities under the Securities Act. Reference is made to the form of Underwriting Agreement to be filed as an Exhibit 1.1 or 1.2 to our Current Report on Form 8-K in connection with a specific offering.
Item 21. Exhibits.
The following is a list of exhibits filed as a part of this registration statement.
Exhibit 
Number
Description
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8

3


Exhibit 
Number
Description
4.9
4.10
4.11
4.12
4.13
5.1*
5.2*
12.1**
21.1**
23.1*
Consent of Akin Gump Strauss Hauer & Feld LLP (included on Exhibits 5.1).
23.2*
Consent of Balch & Bingham LLP (included on Exhibit 5.2).
23.3*
23.4**
23.5**
23.6**
24**
Power of Attorney (included on the signature pages of this Registration Statement).
25.1**
99.1**
_______________
*    Filed herewith.
** Previously filed.

Item 22. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrants, we have been advised that in the opinion of the Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such 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, such 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

4


Each registrant hereby undertakes:
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(b) 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(c) 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.
That, for the purpose of determining any liability under the Securities Act of 1933, 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.
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.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such 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, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(b) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;
(c) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and
(d) any other communication that is an offer in the offering made by such registrant to the purchaser.
That, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is

5


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.
To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.


6


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.
 
 
DIAMONDBACK ENERGY, INC.
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary

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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
Chief Executive Officer (principal executive officer), Director
Travis D. Stice
 
 
 
*
Chief Financial Officer and Executive Vice President—Business
Kaes Van’t Hof
Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and Assistant
Teresa L. Dick
Secretary (principal accounting officer)
 
 
*
Chairman of the Board and Director
Steven E. West
 
 
 
*
Director
Michael P. Cross
 
 
 
*
Director
David L. Houston
 
 
 
*
Director
Mark L. Plaumann
 
 
 
*
Director
Michael L. Hollis
 
 
 
*
 
Melanie M. Trent
Director

*By:    /s/ Teresa L. Dick                
    Teresa L. Dick
    Attorney-in-Fact

S-1



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.
 
 
DIAMONDBACK O&G LLC
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary


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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
President and Chief Executive Officer (principal executive
Travis D. Stice
officer)
 
 
*
Chief Financial Officer and Executive Vice President—
Kaes Van’t Hof
Business Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and
Teresa L. Dick
Assistant Secretary (principal accounting officer)
 
 
DIAMONDBACK ENERGY, INC.
Sole Member
 
 
By: /s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary

 

*By:    /s/ Teresa L. Dick                
    Teresa L. Dick
    Attorney-in-Fact

S-2



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.

 
 
DIAMONDBACK E&P LLC
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary

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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
Chief Executive Officer (principal executive
Travis D. Stice
officer)
 
 
*
Chief Financial Officer and Executive Vice President—
Kaes Van’t Hof
Business Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and
Teresa L. Dick
Assistant Secretary (principal accounting officer)
 
 
DIAMONDBACK ENERGY, INC.
Sole Member
 
 

By: /s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary


 
*By:    /s/ Teresa L. Dick            
    Teresa L. Dick
    Attorney-in-Fact

S-3



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.

 
 
ENERGEN CORPORATION
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary
 
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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
Chief Executive Officer (principal executive
Travis D. Stice
officer), Director
 
 
*
Chief Financial Officer and Executive Vice President—
Kaes Van’t Hof
Business Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and
Teresa L. Dick
Assistant Secretary (principal accounting officer)


*By:    /s/ Teresa L. Dick            
    Teresa L. Dick
    Attorney-in-Fact



S-4


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.

 
 
ENERGEN RESOURCES CORPORATION
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary

 
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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
Chief Executive Officer (principal executive
Travis D. Stice
officer), Director
 
 
*
Chief Financial Officer and Executive Vice President—
Kaes Van’t Hof
Business Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and
Teresa L. Dick
Assistant Secretary (principal accounting officer)
 
 
*
Director
Michael L. Hollis
 


*By:    /s/ Teresa L. Dick            
    Teresa L. Dick
    Attorney-in-Fact



S-5


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Midland, Texas on the 3rd day of July, 2019.

 
 
EGN SERVICES, INC.
 
 
By:
/s/ Teresa L. Dick
 
Teresa L. Dick
 
Chief Accounting Officer, Executive Vice President and Assistant Secretary

 
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 indicated on July 3, 2019.

NAME
TITLE
 
 
*
Chief Executive Officer (principal executive
Travis D. Stice
officer), Director
 
 
*
Chief Financial Officer and Executive Vice President—
Kaes Van’t Hof
Business Development (principal financial officer)
 
 
/s/ Teresa L. Dick
Chief Accounting Officer, Executive Vice President and
Teresa L. Dick
Assistant Secretary (principal accounting officer)
 
 
*
Director
Michael L. Hollis
 


*By:    /s/ Teresa L. Dick            
    Teresa L. Dick
    Attorney-in-Fact

S-6
Exhibit


Exhibit 5.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12998922&doc=11

July 3, 2019
Diamondback Energy, Inc.
500 West Texas, Suite 1200
Midland, Texas 79701
    
Re:    Diamondback Energy, Inc.
Registration Statement (as defined below)

Ladies and Gentlemen:

We have acted as counsel to Diamondback Energy, Inc., a Delaware corporation (the “Issuer”), and the subsidiaries of the Issuer listed in Schedule A attached hereto (collectively, the “Guarantors”), in connection with the preparation and filing by the Issuer and the Guarantors with the Securities and Exchange Commission of a Registration Statement on Form S-4 (File No. 333-230446), originally filed on March 22, 2019, as amended by Amendment No. 1 filed on the date hereof (as so amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to (i) up to $750,000,000 aggregate principal amount of 4.750% Senior Notes due 2024 (the “Exchange Notes”) of the Issuer to be issued under an Indenture, dated as of October 28, 2016, as supplemented on September 25, 2018, October 12, 2018 and January 28, 2019 (the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to an exchange offer (the “Exchange Offer”) by the Issuer described in the Registration Statement in exchange for a like principal amount of the outstanding 4.750% Senior Notes due 2024 issued under the Indenture on September 25, 2018 (the “September 2018 Notes”) and (ii) the guarantees by the Guarantors (the “Guarantees”) of the Exchange Notes pursuant to the Indenture. For purposes of this opinion the term “Specified Guarantors” means the Guarantors other than Energen Corporation, Energen Resources Corporation and EGN Services, Inc., each an Alabama corporation. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of such corporate and limited liability company records of the Issuer and the Specified Guarantors and other certificates and documents of officials or representatives of the Issuer and the Specified Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, that the Exchange Notes will conform to the specimen thereof we have reviewed and that the Exchange Notes will be duly authenticated in accordance with the terms of the Indenture. We have also assumed the authentication of the September 2018 Notes by the Trustee and that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. We have also assumed the existence and entity power of, and the due authorization, execution, issuance and delivery of the Indenture by, each party to the Indenture other than the Issuer and the Specified Guarantors. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates or verbal confirmations, as applicable, of public officials and certificates of officers of the Issuer and the Specified Guarantors, all of which we assume to be true, correct and complete.






Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Registration Statement has become effective under the Act, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes have been duly executed by the Issuer and the Guarantors, duly authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered by or on behalf of the Issuer and the Guarantors in accordance with the terms of the Indenture against receipt of the September 2018 Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer:
    
1.    the Exchange Notes will be valid and binding obligations of the Issuer; and

    
2.    the Guarantees will be valid and binding obligations of the Guarantors.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A.
We express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of New York; (ii) the General Corporation Law of the State of Delaware and (iii) the Limited Liability Company Act of the State of Delaware.

B.
The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution; and (iv) laws governing the waiver of stay, extension, or usury laws.


C.
This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Issuer, the Guarantors, or any other person or any other circumstance.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” 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 Act and the rules and regulations thereunder.

                
      Very truly yours,     
                 
      /s/ AKIN GUMP STRAUSS HAUER & FELD LLP
                     
      AKIN GUMP STRAUSS HAUER & FELD LLP





SCHEDULE A
GUARANTORS

Diamondback E&P LLC, a Delaware limited liability company
Diamondback O&G LLC, a Delaware limited liability company
Energen Corporation, an Alabama corporation
Energen Resources Corporation, an Alabama corporation
EGN Services, Inc., an Alabama corporation








Exhibit

Exhibit 5.2
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12998922&doc=12
July 3, 2019
Diamondback Energy, Inc.
Energen Corporation
Energen Resources Corporation
EGN Services, Inc.
500 West Texas
Suite 1200
Midland, Texas 79701

RE:
Diamondback Energy, Inc. and Guarantors
Registration Statement on Form S-4, as amended by Amendment No. 1
Registration No. 333-230446

Gentlemen:

We have acted as special Alabama counsel to Energen Corporation, Energen Resources Corporation and EGN Services, Inc., each an Alabama corporation (each, an “Alabama Guarantor” and, collectively, the “Alabama Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “SEC”) of a Registration Statement on Form S-4, as amended by Amendment No. 1 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), by Diamondback Energy, Inc., a Delaware corporation (the “Issuer”), and the subsidiary guarantors of the Issuer listed in the Registration Statement, including the Alabama Guarantors (collectively, the “Guarantors”). The Registration Statement relates to (i) up to $750,000,000 aggregate principal amount of 4.750% Senior Notes due 2024 (the “Exchange Notes”) of the Issuer to be issued under an Indenture, dated as of October 28, 2016, as supplemented on September 25, 2018, October 12, 2018 and January 28, 2019 (collectively, the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to an exchange offer by the Issuer described in the Registration Statement in exchange for a like principal amount of the outstanding 4.750% Senior Notes due 2024 issued under the Indenture on September 25, 2018 and (ii) the guarantees (the “Guarantees”) by the Guarantors, including the Alabama Guarantors, of the Exchange Notes pursuant to the Indenture. This opinion is being furnished at the request of the Issuer and the Alabama Guarantors and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals, or duplicates or certified or conformed copies of such corporate records of each Alabama Guarantor and other certificates and documents of officials or representatives of each Alabama Guarantor, public officials and others as we have deemed appropriate for purposes of this letter. As to questions of fact material to this opinion, we have relied upon certificates of officers and representatives of the Alabama Guarantors.




In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We also have assumed the legal capacity of natural persons, the corporate or other power of all persons signing on behalf of the parties thereto other than the Alabama Guarantors and the due authorization, execution and delivery of the Indenture and all other documents by the parties thereto other than the Alabama Guarantors.

Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:

(i)
each Alabama Guarantor is duly organized or formed, validly existing and in good standing as a corporation under the laws of the State of Alabama;
    
(ii)
each Alabama Guarantor has the corporate power to execute and deliver the Indenture as a Guarantor and perform its obligations under the Indenture (including its Guarantee pursuant thereto);
(iii)
the execution and delivery of the Indenture by each Alabama Guarantor and the performance by each Alabama Guarantor of its obligations under the Indenture (including its Guarantee pursuant thereto) have been duly authorized by all necessary corporate action of such Alabama Guarantor; and
(iv)
the Indenture has been duly and validly executed and delivered by each Alabama Guarantor.
This opinion is limited to the four specific matters set out above relating to the Alabama Guarantors and the laws of the state of Alabama. This opinion may only be relied upon by Akin Gump Strauss Hauer & Feld LLP in connection with the opinion it is delivering to the Issuer and the Guarantors as filed as an exhibit to the Registration Statement. We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in 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 Act, or the rules and regulations of the SEC thereunder. The opinions expressed herein are rendered as of the date hereof. We do not undertake to advise you on matters that may come to our attention subsequent to the date hereof and that may affect the opinions expressed herein, including without limitations, future changes in applicable law.
                        
Sincerely,
 
/s/ Balch & Bingham LLP
Balch & Bingham LLP

                            


Exhibit


Exhibit 23.3


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 22, 2019, with respect to the consolidated financial statements and internal control over financial reporting of Diamondback Energy, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2018, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma
July 3, 2019