Item 8.01. Other Events.

On January 8, 2021, Devon Energy Corporation (the "Company" or "Devon") registered 83,081 shares (the "Shares") of its common stock, par value $0.10 per share (the "Devon Common Stock"), under the Company's registration statement on Form S-3 (File No. 333-236951) (the "Registration Statement"), as supplemented by a prospectus supplement, dated as of January 8, 2021, filed with the Securities and Exchange Commission on January 8, 2021. The Shares are issuable to certain former employees of WPX Energy, Inc. ("WPX") upon the exercise of certain options to purchase shares of common stock of WPX that were assumed by Devon and converted into options with respect to shares of Devon Common Stock (subject to appropriate adjustments to the number of shares and exercise price) in connection the consummation on January 7, 2021 of the transactions contemplated by the Agreement and Plan of Merger, dated as of September 26, 2020 (the "Merger Agreement"), by and among Devon, East Merger Sub, Inc., a Delaware corporation and wholly-owned, direct, subsidiary of Devon and WPX.

The Company is filing this report to provide the legal opinion as to the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






 5.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
        validity of the Shares.

23.1      Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
        5.1).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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