CONTINENTAL RESOURCES, INC. 29,500,000 Shares of Common Stock Underwriting AgreementContinental Resources Inc • May 18th, 2007 • Crude petroleum & natural gas • New York
shall be a “protected purchaser” of such Selling Shareholder Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a security entitlement in respect of such Selling Shareholder Shares and (iii) to the extent governed by Article 8 of the UCC, no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Selling Shareholder Shares may be asserted against the Underwriters; it being understood that for purposes of this opinion, such counsel may assume that when such payment, delivery and crediting occur, (A) such Selling Shareholder Shares will have been registered in the name of Cede or such other nominee as may be designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the secur
