the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.
Exhibit 5.1
January 12, 2021
Pioneer Natural Resources Company 777 Hidden Ridge
Irving, Texas 75038
Re: Amended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan and Jagged Peak Energy Inc. 2017 Long Term Incentive Plan Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, (the “Registration Statement”) of Pioneer Natural Resources Company (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 1,093,515 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”). A total of (i) 36,239 of the Shares subject to the Registration Statement are reserved for issuance under outstanding awards under the Amended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan (the “2014 Plan”), (ii) 1,786 of the Shares subject to the Registration Statement are reserved for issuance under outstanding awards under the Jagged Peak Energy Inc. 2017 Long Term Incentive Plan (the “2017 Plan”), and (iii) 1,055,490 of the Shares subject to the Registration Statement are reserved for issuance under the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan (the “Pioneer Plan” and together with the 2014 Plan and the 2017 Plan, the “Plans”), which includes 175,915 Shares that may become available for issuance under the Pioneer Plan as a result of outstanding awards that are terminated, expire or are otherwise cancelled.
The Company assumed the 2014 Plan and the 2017 Plan pursuant to an Agreement and Plan of Merger, dated as of October 20, 2020, by and among the Company, Parsley Energy, Inc. and certain subsidiaries of the Company and Parsley Energy Inc. and assumed a portion of the remaining share reserve under the 2014 Plan for issuance under the Pioneer Plan pursuant to Rule 303A.08 of the NYSE Listed Company Manual in connection therewith. We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no
agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below. Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plans and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP Gibson, Dunn & Crutcher LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan, the Jagged Peak Energy Inc. 2017 Long Term Incentive Plan and the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan of our reports dated February 24, 2020, with respect to the consolidated financial statements of Pioneer Natural Resources Company and the effectiveness of internal control over financial reporting of Pioneer Natural Resources Company included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP Dallas, Texas
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 21, 2020, with respect to the consolidated balance sheets of Parsley Energy, Inc. and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
Our report on the consolidated financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842) and a change in method of accounting for revenue recognition as of January 1, 2018 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).
/s/ KPMG LLP Dallas, Texas January 12, 2021
Exhibit 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in this Registration Statement on Form S-8 of Pioneer Natural Resources Company (the “Company”) pertaining to the Amended and Restated Parsley Energy, Inc. 2014 Long Term Incentive Plan, Jagged Peak Energy Inc. 2017 Long Term Incentive Plan, and the Pioneer Natural Resources Company Amended and Restated 2006 Long-Term Incentive Plan of the reference to our firm, in the context in which they appear, and of our audit letter dated January 17, 2020, included in the Annual Report on Form 10-K for the year ended December 31, 2019, of the Company and its subsidiaries, filed with the U.S. Securities and Exchange Commission on February 24, 2020.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ C.H. (Scott) Rees III C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer Dallas, Texas
Exhibit 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
We hereby consent to the references to our firm, in the context in which they appear, and to the references to and the incorporation by reference of our audit letter dated January 14, 2020, included in the Annual Report on Form 10-K of Parsley Energy, Inc. (the “Company”) for the fiscal year ended December 31, 2019, as well as in the notes to the financial statements included therein, included in or made a part of the registration statement on Form S-8 to which this consent is attached, including any amendments thereto, of the Company, in accordance with the requirements of the Securities Act of 1933, as amended.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ C.H. (Scott) Rees III C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer Dallas, Texas
January 12, 2021
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