January 11, 2021
Penn Virginia Corporation
16285 Park Ten Place, Suite 500
Houston, Texas 77084
Re: Penn Virginia Corporation; Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the Registration Statement) of Penn Virginia Corporation, a Virginia corporation (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 72,600 shares of the Companys Common Stock, par value $0.01 per share (the Shares), outside of the Penn Virginia Corporation 2019 Management Incentive Plan (the Plan) but on terms and conditions substantially similar to those contained in the Plan and the Restricted Stock Unit Award Agreement and Performance Restricted Stock Unit Award Agreement that the Company has entered into with Julia Gwaltney (collectively, the Award Agreements) in connection with, and as a material inducement to, Ms. Gwaltneys appointment as Senior Vice President, Development.
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan, the Award Agreements, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation 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 Ms. Gwaltney that would expand, modify or otherwise affect the terms of the Award Agreements 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 assumptions, exceptions, qualifications and limitations set forth 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 Award Agreements 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 Virginia Stock Corporation Act (the VSCA). This opinion is limited to the effect of the current state of the VSCA and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts. We express no opinion regarding any state securities laws or regulations.
Penn Virginia Corporation
Janauary 11, 2021
We consent to the filing of this opinion as an exhibit to the Registration Statement. 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