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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2011
NOBLE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
         
Delaware   001-07964   73-0785597
         
(State or other jurisdiction of
incorporation or organization) 		  Commission
File Number 		  (I.R.S. Employer
Identification No.)
         
100 Glenborough, Suite 100        
Houston, Texas       77067
         
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code: (281) 872-3100
 
 
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 8.01.   Other Events.
     On February 18, 2011, counsel to Noble Energy, Inc. (the “Company”) in connection with the issue and sale by the Company of $850,000,000 aggregate principal amount of its 6.000% Notes due March 1, 2041, delivered an opinion of counsel to the Company, filed as Exhibit 5.1 to this report.
Item 9.01.   Financial Statements and Exhibits.
  (d)   Exhibits. The following exhibits are filed as part of this report on Form 8-K:
  5.1   Opinion of Thompson & Knight LLP.
 
  23.1   Consent of Thompson & Knight LLP (included as Exhibit 5.1 hereto).

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  NOBLE ENERGY, INC.
 		  
Date: February 18, 2011  By:   /s/ Arnold J. Johnson    
    Arnold J. Johnson   
    Senior Vice President, General Counsel & Secretary   
 

 

 

INDEX TO EXHIBITS
         
Exhibit No.   Description
  5.1    
Opinion of Thompson & Knight LLP.
  23.1    
Consent of Thompson & Knight LLP (included as Exhibit 5.1 hereto).