Exhibit 5.1
November 13, 2023
Crescent Energy Company
600 Travis Street, Suite 7200
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Crescent Energy Company, a Delaware corporation (the Company), in connection with the Companys
registration under the Securities Act of 1933, as amended (the Act), of the offer and sale of up to an aggregate of 2,724,921 shares of the Companys Class A common stock, par value $0.0001 per share (the Shares),
pursuant to the Companys registration statement on Form S-8 (the Registration Statement), to be filed with the Securities and Exchange Commission on November 10, 2023, which Shares may
be issued from time to time in accordance with the terms of the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the Plan) pursuant to the First Amendment to the Plan (the First Amendment).
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified
to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain
resolutions adopted by the board of directors of the Company, (iii) the Plan and the First Amendment, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any
facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of
the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures,
(iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original
documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem
relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be
validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the
General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions
expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
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