表现出5.1

2022年5月4日

Gulfport Energy Corporation

3001 Quail Springs Parkway

Oklahoma City, Oklahoma

Re: Registration Statement 表格S-8

Ladies 和 Gentlemen:

We are acting as special counsel to Gulfport Energy Corporation, a Delaware corporation (the “Company”), in connection with 该公司’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer 和 sale of an aggregate of up to 2,828,123股 of 该公司’s common stock, par value $0.0001 per share (the “Shares”), pursuant to 该公司’s registration statement 表格S-8 (the “Registration Statement”) to be filed with the Securities 和 Exchange Commission on 2022年5月4日 which Shares may be issued from time to time in accordance with the terms of the Gulfport Energy Corporation 2021 Stock Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions 在此说明, we have examined such documents, 记录, 证书, resolutions 和 other instruments as we have considered necessary or advisable for purposes of this opinion letter, including (i) the organizational documents of 该公司, including the Amended 和 Restated Certificate of Incorporation, (ii) minutes 和 记录 of the corporate proceedings of 该公司, including certain resolutions adopted by the Board of Directors of 该公司, (iii) the Plan 和 (iv) the Registration Statement 和 the exhibits thereto.

For purposes of this opinion, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as copies 和 the authenticity of the originals of all documents submitted to us as copies, (iii) the legal capacity of 所有自然人, (iv) the genuineness of all signatures, (v) the authority of all persons signing all documents submitted to us on behalf of the parties thereto, (vi) that all information contained in all documents reviewed by us is true, correct 和 complete, 和 (vii) that the Shares will be issued in accordance with the terms of the Plan. We have not independently established or verified any facts relevant to our opinion expressed herein, but have relied upon statements 和 representations of officers or other representatives of 该公司.

Based upon 和 subject to the foregoing qualifications, assumptions 和 limitations 和 the further limitations 在此说明 和 having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares are duly authorized 和 when the Shares are issued in accordance with the terms of the Plan 和 the instruments executed thereunder the Shares will be validly issued, fully paid 和 non-assessable.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, 遵守, or effect of any laws except the Delaware General Corporation Law.

We have relied without independent investigation upon, 除此之外, an assurance from 该公司 that the number of shares which 该公司 is authorized to issue in its Amended 和 Restated Certificate of Incorporation exceeds the number of shares outst和ing 和 the number of shares which 该公司 is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances of the Shares by at least the number of Shares 和 we have assumed that such condition will remain true at all future times relevant to this opinion.

We hereby consent to the filing of this opinion with the Commission as 表现出5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules 和 regulations of the Commission.

We do not find it necessary for the purposes of this opinion, 和 accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance 和 sale of the Shares.

This opinion is limited to the specific issues addressed herein, 和 no opinion may be inferred or implied beyond that expressly stated herein. 这个观点说明 only as of the date hereof. We assume no obligation to revise or supplement this opinion should the Delaware General Corporation Law be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act 和 is not to be used, 流传, 引用 or otherwise relied upon for any other purposes.