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SEC Filings

BASIC ENERGY SERVICES INC filed this Form S-3 on 04/13/2017
Entire Document
       Exhibit 5.1



Andrews Kurth Kenyon LLP

600 Travis, Suite 4200

Houston, Texas 77002

+1.713.220.4200 Phone

+1.713.220.4285 Fax

April 13, 2017

Basic Energy Services, Inc.

801 Cherry Street, Suite 2100

Fort Worth, Texas 76102

Ladies and Gentlemen:

We have acted as special counsel to Basic Energy Services, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale by the selling stockholders named in the Registration Statement of up to an aggregate of 9,497,051 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Shares were issued pursuant to the First Amended Joint Prepackaged Chapter 11 Plan of the Company and its Affiliated Debtors, as confirmed by the United States Bankruptcy Court for the District of Delaware on December 9, 2016.

As the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Registration Statement; (b) the Second Amended and Restated Certificate of Incorporation of the Company; (c) the Second Amended and Restated Bylaws of the Company; (d) certain resolutions of the Board of Directors of the Company; and (e) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law, and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion.

In making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity to the original documents of all documents submitted to us as certified, conformed or photostatic copies.

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

We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law. For purposes of this opinion, we assume that the Shares were issued in compliance with all applicable state securities or blue sky laws.

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