表现出5.1

[AKIN, GUMP, STRAUSS, HAUER & 菲尔德,.L.P. 信头)

12月5日 2011

Gulfport Energy Corporation

14313 North May Avenue, Suite 100

俄克拉何马州 City, 俄克拉何马州 73134

 

Re: Gulfport Energy Corporation

Registration Statement on Form S-3

文件没有. 333-175435

Ladies and Gentlemen:

We have acted as counsel to Gulfport Energy Corporation, a Delaware corporation (the “公司”), in connection with the registration, pursuant to a Registration Statement on Form S-3/ASR (文件不. 333-175435) (the “Registration Statement”), filed with the Securities and Exchange 委员会 (the “委员会”) under the Securities 行为 of 1933, as amended (the “行为”), of the offering and sale by (1) the 公司 of 4,600,000 shares (including 600,000 shares subject to the Underwriters’ (as defined below) overallotment option) (the “公司 股票”) of the 公司’s common stock, par value $0.01 per share (“Common Stock”), and (2) CD Holding 公司, LLC (the “Selling Stockholder”) of 1,150,000 shares (including 150,000 shares subject to the Underwriters’ overallotment option) (the “Selling Stockholder 股票” and, together with the 公司 股票, the “股票”) of Common Stock pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”), dated November 29, 2011, by and among the 公司, the Selling Stockholder and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Underwriters”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 行为.

We have examined originals or certified copies of such corporate records of the 公司 and other certificates and documents of officials of the 公司, 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 and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that, upon sale and delivery, the certificates for the 股票 will conform to the specimen thereof filed as an exhibit to the Registration Statement and will have been duly countersigned by the transfer agent and duly registered by the registrar for the Common Stock or, if uncertificated, valid book-entry notations for the issuance of the 股票 in uncertificated form will have been duly made in the share register of the 公司. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the 公司, all of which we assume to be true, correct and complete.

1700 Pacific Avenue/Suite 4100/Dallas, TX 75201/214.969.2800/214.969.4343


Gulfport Energy Corporation

12月5日 2011

第二页

Based upon the foregoing, and subject to the assumptions, 异常, qualifications and limitations set forth herein, we are of the opinion that the 股票 have been duly authorized and validly issued and are fully paid and non-assessable.

The opinion 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 the General Corporation Law of the State of Delaware. As used herein, the term “General Corporation Law of the State of Delaware” includes the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such law.

 

B. 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 承担不, 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 公司 or any other person or any other circumstance.

We hereby 同意 to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K filed by the 公司 with the 委员会 on or about the date hereof, to the incorporation by reference of this opinion letter into the Registration Statement and to the use of our name in the Prospectus dated 7月11日, 2011, Preliminary Prospectus Supplement dated November 29, 2011 and the Prospectus Supplement dated November 29, 2011, forming a part of the Registration Statement under the caption “Legal Matters.” In giving this 同意, we do not thereby admit that we are within the category of persons whose 同意 is required under Section 7 of the 行为 and the rules and regulations thereunder.

 

Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & 菲尔德,.L.P.
AKIN, GUMP, STRAUSS, HAUER & 菲尔德,.L.P.