Exhibit 5.1
July 15, 2022
Sitio Royalties Corp.
1401 Lawrence St., Suite 1750
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel for Sitio Royalties Corp., a Delaware corporation (the “Company”), with respect to the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed on or about the date hereof with the Securities and Exchange Commission (the “Commission”) in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, of up to 70,478,065 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), which may be issued upon redemption of an equal number of common units representing limited partnership interests in Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (“OpCo”), together with the cancellation of an equal number of shares of the Company’s Class C common stock, par value $0.0001 per share, by the selling stockholders named in the Registration Statement, a supplement to the Prospectus (as defined below), a post-effective amendment thereto or a document incorporated by reference therein.
We have also participated in the preparation of a Prospectus relating to the offering by such selling stockholders of the Shares (the “Prospectus”), which is contained in the Registration Statement to which this opinion is an exhibit.
In connection with the opinions expressed herein, we have examined, among other things, (i) the Third Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company (formerly known as Falcon Minerals Corporation), (ii) the Registration Statement and the Prospectus and (iii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. In addition, we have reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinions expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we have relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.
In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true, correct and complete, (ii) all signatures on all documents examined by us are genuine, (iii) all documents submitted to us as originals are true and complete, (iv) all documents submitted to us as copies are true and complete copies of the originals thereof, (v) all persons executing and delivering the documents we examined were competent to execute and deliver such documents, (vi) all Shares will be sold in compliance with applicable federal and state securities laws and in the manner specified in the Prospectus and the Registration Statement and (vii) the Prospectus identifying the selling stockholders will be delivered to any purchaser of the Shares as required in accordance with applicable federal and state securities laws.
Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, when both (A) the board of directors of the Company has taken all necessary corporate action to approve the issuance of and the terms of the offering of the Shares and related matters and (B) certificates representing the Shares have been duly executed, countersigned, registered, and delivered (or non-certificated Shares shall have been properly issued) in accordance with the Second Amended and Restated Agreement of Limited Partnership of OpCo, as amended, then the Shares will be legally issued, fully paid, and nonassessable.
We express no opinions concerning the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
Our opinions herein are limited in all respects to the Delaware General Corporation Law and the Delaware Revised Uniform Limited Partnership Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws), and the federal laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. We express no opinion as to any matter other than as set forth herein, and no opinion may be inferred or implied herefrom. Our opinion is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.
Very truly yours, |
/s/ Vinson & Elkins L.L.P. |