As filed with the Securities and Exchange Commission
on October 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COTERRA ENERGY INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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04-3072771
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Three Memorial City
Plaza
840 Gessner Road, Suite
1400
Houston, Texas 77024
Telephone: (281)
589-4600
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(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Cimarex Energy Co. Amended and Restated 2019
Equity Incentive Plan
Cimarex Energy Co. 2014 Equity Incentive Plan
(Full title of the plans)
Scott C. Schroeder
Executive Vice President and Chief Financial
Officer
Coterra Energy Inc.
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Telephone: (281) 589-4600
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
With copies to:
Ted W. Paris
Clinton W. Rancher
Eileen S. Boyce
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act:
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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¨
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CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount to be
registered(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common stock, par value $0.10 per share
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1,172,382
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$
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21.44
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$
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25,135,870.08
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$
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2,330.10
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of additional shares that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Plans.
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(2)
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Estimated pursuant to Rules 457(c) and (h) solely for the purposes of computing the registration fee and based upon the average of
the high and low prices reported in the consolidated reporting system for the common stock, par value $0.10 per share, of Coterra Energy
Inc. (listed at the time as Cabot Oil & Gas Corporation) on the New York Stock Exchange on September 27, 2021.
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EXPLANATORY NOTE
Coterra Energy Inc. (the “Registant,” “Coterra”
or the “Company”) (formerly known as Cabot Oil & Gas Corporation) hereby files this Registration Statement on Form S-8 relating to up to
1,172,382 shares of Coterra’s common stock, par value $0.10 per share (“Coterra Common Stock”), issuable by
Coterra upon the vesting or exercise, as applicable, of certain outstanding stock options and restricted share awards granted under the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan and the Cimarex Energy Co.
2014 Equity Incentive Plan (collectively, the “Plans”).
On October 1, 2021, Coterra and Cimarex Energy Co., a Delaware corporation
(“Cimarex”), consummated a transaction whereby Double C Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Coterra (“Merger Sub”), merged with and into Cimarex (the “Merger”) as contemplated by, and in accordance with,
the Agreement and Plan of Merger, dated as of May 23, 2021, by and among Coterra, Merger Sub and Cimarex (as amended on June 29, 2021,
the “Merger Agreement”). As a result of the Merger, Cimarex became a subsidiary of Coterra.
Except as described in the immediately following paragraphs, pursuant
to the Merger Agreement and at the effective time of the Merger, each outstanding Cimarex restricted share award and Cimarex deferred
stock unit award was cancelled and converted into the right to receive 4.0146 (the “Exchange Ratio”) shares of Coterra Common
Stock (the “Merger Consideration”) with respect to each vested share of Cimarex common stock, par value $0.01 per share (“Cimarex
Common Stock”), subject to such award, and each outstanding option to purchase Cimarex Common Stock
was converted into an option to purchase a number of shares of Coterra Common Stock, as adjusted based on the Exchange Ratio.
Each outstanding Cimarex restricted share award granted after the
date of the Merger Agreement (other than awards granted to non-employee members of the Cimarex board of directors) was converted into a corresponding award with respect
to Coterra Common Stock, with the number of shares of Coterra Common Stock underlying such award determined based on the Exchange
Ratio. Each such converted Coterra equity award is subject to the same terms and conditions as applied to the corresponding Cimarex
restricted share award.
In addition, the Cimarex restricted share awards held by Mr.
Thomas E. Jorden, the Chief Executive Officer and President of Coterra and former Chief Executive Officer and
President of Cimarex, did not vest at the effective time of the Merger pursuant to the side letter agreement Mr. Jorden entered into
with Cimarex and Coterra on June 29, 2021 (the “Jorden Side Letter”). Under the terms of the Jorden Side Letter, each
Cimarex restricted share award held by Mr. Jorden was converted into a corresponding award with respect to Coterra Common Stock,
with the number of shares underlying each award adjusted based on the Exchange Ratio. Each such converted award is subject to the
same service-based vesting terms that were applied to the award immediately prior to the effective time of the Merger.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the employee benefit plan information required
by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form
S-8 will be sent or given to participants under the plan as specified by Rule 428 under the Securities Act. In accordance with Rule 428
of the Securities Act and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commssion (the “Commision”) either as a part
of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. Coterra will
maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, Coterra will furnish to the Commission
or its staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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This Registration Statement incorporates herein by reference the
following documents, which have been filed with the Commission by the Registrant (File No. 001-10447) pursuant to the Securities
Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
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Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021;
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Registrant’s Current
Reports on Form 8-K filed with the SEC on April
30, 2021 (Two Filings), May
24, 2021, June
17, 2021, September
8, 2021, September
17, 2021, September
29, 2021 and October 1, 2021 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.01); and
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The description of Registrant’s Common Stock, par value $0.10 per share, contained in Registrant’s Registration Statement on Form 8-A filed on January 24, 1990, as amended by Form 8-K filed on January 22, 2010, March 12, 2015, July 29, 2016 (Two Filings), May 24, 2021 and June 17, 2021, and any other amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the respective date of filing of such documents
(other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K).
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed amendment or supplement to this Registration Statement
or in any document that is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 4.
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Description of Securities.
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Not Applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not Applicable.
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Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the General Corporation Law of the State of Delaware
(the “DGCL”) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation) by reason of the fact that such person is or was a director or officer, employee or
agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or
proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and others in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged
to be liable to the corporation. Where a director or officer is successful on the merits or otherwise in the defense of any action referred
to above or in defense of any claim, issue or matter therein, the corporation must indemnify such director or officer against the expenses
(including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.
Section 40 of the Coterra bylaws provides for indemnification of Coterra’s
directors and officers to the full extent permitted by law, as now in effect or later amended. Section 40 of the Coterra bylaws provides
that expenses incurred by a director or officer in defending a suit or other similar proceeding shall be paid by Coterra upon receipt
of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that such director or
officer is not entitled to be indemnified by Coterra.
Additionally, the Coterra certificate of incorporation contains a provision
that limits the liability of Coterra’s directors to the fullest extent permitted by the DGCL. The provision eliminates the personal
liability of Coterra’s directors or the Coterra stockholders for monetary damages for breach of the director’s fiduciary duty
of care as a director. As a result, Coterra stockholders may be unable to recover monetary damages against directors for negligent or
grossly negligent acts or omissions in violation of their duty of care. The provision does not change the liability of a director for
breach of his duty of loyalty to Coterra or to the Coterra stockholders, for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, for the declaration or payment of dividends in violation of Delaware law, or in respect of any
transaction from which a director receives an improper personal benefit.
In addition to the indemnification provisions in the Coterra certificate
of incorporation and the Coterra bylaws, Coterra has taken such other steps as are reasonably necessary to effect its indemnification
policy. Included among such other steps is liability insurance provided by Coterra for its directors and officers for certain losses arising
from claims or charges made against them in their capacities as directors or officers of Coterra. Coterra has also entered into indemnity
agreements with individual officers. These agreements generally provide such officers with a contractual right to indemnification to the
full extent provided by applicable law and the Coterra bylaws as in effect at the respective dates of such agreements.
Coterra has placed in effect insurance which purports (1) to insure
it against certain costs of indemnification which may be incurred by it pursuant to the aforementioned Coterra bylaws provision or otherwise
and (2) to insure Coterra’s officers and directors and of specified subsidiaries against certain liabilities incurred by them in
the discharge of their functions as officers and directors except for liabilities arising from their own malfeasance.
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Item 7.
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Exemption from Registration Claimed.
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Not Applicable.
EXHIBIT INDEX
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*
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Incorporated by reference to the filing indicated.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration
Statement;
Provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Coterra
Energy Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused such Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October
4, 2021.
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COTERRA ENERGY INC.
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By:
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/s/
Thomas E. Jorden
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Thomas
E. Jorden
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Chief
Executive Officer, President and Director
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Thomas E. Jorden, Scott C. Schroeder, Francis B. Barron, Todd M. Roemer and Deidre L. Shearer,
as such person’s true and lawful attorney-in-fact and agent, with full power to act separately and full power of substitution and
resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act in person, hereby ratifying and confirming all that said attorney-in-fact and agent or such person’s
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the capacities indicated on the 4th day of October, 2021.
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Signature
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Title
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Date
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/s/
Thomas E. Jorden
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Chief
Executive Officer, President and Director
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October
4, 2021
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Thomas
E. Jorden
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(Principal
Executive Officer)
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/s/
Scott C. Schroeder
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Executive
Vice President and Chief Financial Officer
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October
4, 2021
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Scott
C. Schroeder
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(Principal
Financial Officer)
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/s/
Todd M. Roemer
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Vice
President and Chief Accounting Officer
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October
4, 2021
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Todd
M. Roemer
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(Principal
Accounting Officer)
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Executive
Chairman
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October
4, 2021
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Dan
O. Dinges
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/s/
Dorothy M. Ables
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Director
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October
4, 2021
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Dorothy
M. Ables
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/s/
Robert S. Boswell
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Director
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October
4, 2021
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Robert
S. Boswell
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/s/
Amanda M. Brock
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Director
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October
4, 2021
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Amanda
M. Brock
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/s/
Paul N. Eckley
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Director
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October
4, 2021
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Paul
N. Eckley
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/s/
Hans Helmerich
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Director
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October 4, 2021
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Hans
Helmerich
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/s/
Lisa A. Stewart
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Director
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October
4, 2021
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Lisa
A. Stewart
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/s/
Frances M. Vallejo
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Director
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October
4, 2021
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Frances
M. Vallejo
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/s/
Marcus A. Watts
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Director
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October
4, 2021
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Marcus
A. Watts
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Exhibit 4.3
COMMON INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 127097 10 3 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES,
$0.10 PAR VALUE, OF COTERRA ENERGY INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall
be held subject to the provisions of the laws of the State of Delaware and to all provisions of the Restated Certificate of Incorporation
and Amended and Restated Bylaws of the Corporation, as amended from time to time (copies of which are on file at the principal executive
offices of the Corporation), to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate
to be signed by facsimile signatures of its duly authorized officers. Dated: SECRETARY CEO & PRESIDENT A- COUNTERSIGNED AND REGISTERED:
EQUINITI TRUST COMPANY TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE 21-29020-1 C2.1 P1
THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE
AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION
WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS CORPORATE SECRETARY AT ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE,
A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES
OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN
OUTSTANDING OR AUTHORIZED TO BE ISSUED. The following abbreviations, when used in the inscription on the face of this certificate, shall
be construed as though they were written out in full according to applicable laws or regulations: TEN COM–as tenants in commonUTMA
– Custodian (Cust)(Minor) TEN ENT–as tenants by entiretiesunder Uniform Transfers to Minors JT TEN–as joint tenants
with right of survivorshipAct and not as tenants in common(State) Additional abbreviations may also be used though not in the above list.
For value received hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)
Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer
the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated X X NOTICE: THE SIGNATURE
TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER)
WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES
BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 21-29020-1 C2.1 P2
Exhibit 5.1
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910 LOUISIANA
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AUSTIN
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MOSCOW
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HOUSTON, TEXAS
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Brussels
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NEW YORK
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77002-4995
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DALLAS
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PALO ALTO
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DUBAI
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RIYADH
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TEL +1 713.229.1234
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HONG KONG
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San Francisco
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FAX +1 713.229.1522
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HOUSTON
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WASHINGTON
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BakerBotts.com
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London
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October 4, 2021
Coterra Energy Inc.
Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
Ladies and Gentlemen:
As set forth in the Registration
Statement on Form S-8 (the “Registration Statement”) to be filed by Coterra Energy Inc., a Delaware corporation (the
“Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933,
as amended (the “Securities Act”), relating to 1,172,382 shares (the “Shares”) of common stock, par value $0.10
per share, of the Company (the “Common Stock”), issuable pursuant to the Cimarex Energy Co. Amended and Restated 2019 Equity
Incentive Plan and the Cimarex Energy Co. 2014 Equity Incentive Plan (the “Plans”), certain legal matters in connection with
the Shares are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1
to the Registration Statement.
In our capacity as your counsel
in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Company’s
Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date, (ii) the Plans, (iii) corporate
records of the Company, as furnished to us by the Company, (iv) certificates of public officials and of representatives of the Company,
(v) statutes and (vi) other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions,
we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the factual matters
contained in such certificates.
In making our examination,
we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents
submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and complete. In addition, we have assumed that at or prior to
the time of the delivery of any shares of Common Stock, the Registration Statement will be effective under the Securities Act. We have
also assumed that the consideration received by the Company for the Shares will not be less than the par value of the Shares.
On the basis of the foregoing,
and subject to the assumptions, limitations and qualifications hereinafter set forth, we are of the opinion that, assuming due authorization
of a particular award as provided in and in accordance with the Plans, the Shares issuable pursuant to such award will have been duly
authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time
pursuant to the terms of such award for the consideration established pursuant to the terms of the Plans and otherwise in accordance
with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction
of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board of Directors
of the Company or a duly constituted and acting committee thereof as provided therein, and, in the case of stock options, the exercise
thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.
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Coterra Energy Inc.
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October 4, 2021
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The opinions set forth above
are limited in all respects to matters of the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing
of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
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Very truly yours,
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/s/ Baker Botts L.L.P.
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