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

HESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

				13-4921002
Delaware		1-1204		(IRS Employer
(State of Incorporation)		(Commission File Number)		Identification No.)

1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)

(212) 997-8500
(Registrant’s Telephone Number, Including Area Code)

(Not Applicable)
(Former Name or Former Address,
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 9.01. Financial Statements and Exhibits.

(d) Exhibits

5.1		Opinion of White & Case LLP as to the legality of the 7.00% Notes and 8.125% Notes registered on Form S-3ASR (File No. 333-132145) and incorporated by reference therein.
5.2		Opinion of White & Case LLP as to the legality of the 6.00% Notes registered on Form S-3ASR (File No. 333-157606) and incorporated by reference therein.
5.3		Opinion of White & Case LLP as to the legality of the 5.60% Notes registered on Form S-3ASR (File No. 333-157606) and incorporated by reference therein.
23.1		Consent of White & Case LLP (included as part of its opinions filed as Exhibits 5.1, 5.2 and 5.3 hereto)

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 8, 2010

EXHIBIT INDEX

5.1		Opinion of White & Case LLP as to the legality of the 7.00% Notes and 8.125% Notes registered on Form S-3ASR (File No. 333-132145) and incorporated by reference therein.
5.2		Opinion of White & Case LLP as to the legality of the 6.00% Notes registered on Form S-3ASR (File No. 333-157606) and incorporated by reference therein.
5.3		Opinion of White & Case LLP as to the legality of the 5.60% Notes registered on Form S-3ASR (File No. 333-157606) and incorporated by reference therein.
23.1		Consent of White & Case LLP (included as part of its opinions filed as Exhibits 5.1, 5.2 and 5.3 hereto)

Exhibit 5.1

[Letterhead of White & Case LLP]

February 3, 2009

Hess Corporation
1185 Avenue of the Americas
New York, New York 10036

Ladies and Gentlemen:

     We have acted as counsel for Hess Corporation, a Delaware corporation (the “Company”), in connection with the issuance of $250,000,000 aggregate principal amount of the Company’s 7.000% Notes due 2014 and $1,000,000,000 aggregate principal amount of the Company’s 8.125% Notes due 2019 (collectively, the “Notes”), under an Indenture, dated as of March 1, 2006 (the “Indenture”), between the Company and The Bank of New York Mellon, as successor-in-interest to JPMorgan Chase Bank N.A., as trustee (the “Trustee”) and pursuant to a Registration Statement on Form S-3 (File No. 333-132145) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2006, a Prospectus, dated March 1, 2006, forming part of the Registration Statement (the “Base Prospectus”), a Prospectus Supplement, dated January 29, 2009, relating to the Notes, filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) and an Underwriting Agreement dated January 29, 2009 (the “Underwriting Agreement”) among the Company, on the one hand, and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc. as representatives of the several Underwriters named in the Underwriting Agreement (the “Underwriters”), on the other hand.

     In so acting, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus Supplement, (iv) the Indenture, (v) the Notes, (vi) the Underwriting Agreement, (vii) such certificates of officers of the Company, and the originals (or copies thereof, certified to our satisfaction) of such corporate documents and records of the Company and (viii) such other documents, records and papers as we have deemed relevant in order to give the opinions hereinafter set forth. In this connection, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which we have not independently established.

     Based upon the foregoing, it is our opinion that the Notes have been duly authorized, executed and delivered by the Company and, when duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the

terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company entitled to the benefits provided by the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether applied by a court of law or equity).

     We do not express or purport to express any opinions with respect to laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware (including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States.

     We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 5.2

[Letterhead of White & Case LLP]

December 14, 2009

Hess Corporation
1185 Avenue of the Americas
New York, New York 10036

Ladies and Gentlemen:

     We have acted as counsel for Hess Corporation, a Delaware corporation (the “Company”), in connection with the issuance of $750,000,000 aggregate principal amount of the Company’s 6.00% Notes due 2040 (the “Notes”), under an Indenture, dated as of March 1, 2006 (the “Indenture”), between the Company and The Bank of New York Mellon, as successor-in-interest to JPMorgan Chase Bank N.A., as trustee (the “Trustee”) and pursuant to a Registration Statement on Form S-3 (File No. 333-157606) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2009, a Prospectus, dated February 27, 2009, forming part of the Registration Statement (the “Base Prospectus”), a Prospectus Supplement, dated December 9, 2009, relating to the Notes, filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) and an Underwriting Agreement dated December 9, 2009 (the “Underwriting Agreement”) among the Company, on the one hand, and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the several Underwriters named in the Underwriting Agreement (the “Underwriters”), on the other hand.

     In so acting, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus Supplement, (iv) the Indenture, (v) the Notes, (vi) the Underwriting Agreement, (vii) such certificates of officers of the Company, and the originals (or copies thereof, certified to our satisfaction) of such corporate documents and records of the Company and (viii) such other documents, records and papers as we have deemed relevant in order to give the opinions hereinafter set forth. In this connection, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which we have not independently established.

     Based upon the foregoing, it is our opinion that the Notes have been duly authorized, executed and delivered by the Company and, when duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the

Company entitled to the benefits provided by the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether applied by a court of law or equity).

     We do not express or purport to express any opinions with respect to laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware (including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States.

     We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Exhibit 5.3

[Letterhead of White & Case LLP]

August 10, 2010

Hess Corporation
1185 Avenue of the Americas
New York, New York 10036

Ladies and Gentlemen:

     We have acted as counsel for Hess Corporation, a Delaware corporation (the “Company”), in connection with the issuance of $1,250,000,000 aggregate principal amount of the Company’s 5.60% Notes due 2041 (the “Notes”), under an Indenture, dated as of March 1, 2006 (the “Indenture”), between the Company and The Bank of New York Mellon, as successor-in-interest to JPMorgan Chase Bank N.A., as trustee (the “Trustee”) and pursuant to a Registration Statement on Form S-3 (File No. 333-157606) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2009, a Prospectus, dated February 27, 2009, forming part of the Registration Statement (the “Base Prospectus”), a Prospectus Supplement, dated August 5, 2010, relating to the Notes, filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) and an Underwriting Agreement dated August 5, 2010 (the “Underwriting Agreement”) among the Company, on the one hand, and Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the several Underwriters named in the Underwriting Agreement (the “Underwriters”), on the other hand.

     In so acting, we have examined originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Base Prospectus, (iii) the Prospectus Supplement, (iv) the Indenture, (v) the Notes, (vi) the Underwriting Agreement, (vii) such certificates of officers of the Company, and the originals (or copies thereof, certified to our satisfaction) of such corporate documents and records of the Company and (viii) such other documents, records and papers as we have deemed relevant in order to give the opinions hereinafter set forth. In this connection, we have assumed the genuineness of signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which we have not independently established.

     Based upon the foregoing, it is our opinion that the Notes have been duly authorized, executed and delivered by the Company and, when duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the

Company entitled to the benefits provided by the Indenture, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether applied by a court of law or equity).

     We do not express or purport to express any opinions with respect to laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware (including applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States.

     We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.