Item 8.01. Other Events.

On March 6, 2020, Devon Energy Corporation (the "Company" or "Devon") filed an automatic shelf registration statement on Form S-3 (File No. 333-236951) (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering an unspecified amount of securities, including shares of its common stock, par value $0.10 per share (the "Common Stock").

On January 22, 2021, the Company filed a prospectus supplement to the Registration Statement (the "Resale Prospectus Supplement") covering the resale of up to 78,978,289 shares of Common Stock, which may be used by the selling stockholder identified therein to resell shares of Common Stock received by the selling stockholder in connection with the Agreement and Plan of Merger, dated as of September 26, 2020, by and among the Company, East Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, and WPX Energy, Inc., a Delaware corporation (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, the Company and Felix Investments Holdings II, LLC, a Delaware limited liability company ("Felix Investments"), entered into a Registration Rights Agreement, pursuant to which, among other things and subject to certain restrictions, the Company agreed to file with the Securities and Exchange Commission a prospectus supplement registering for resale the shares of Common Stock issued to Felix Investments upon consummation of the merger contemplated by the Merger Agreement.

The Company is filing this report to provide the legal opinion as to the validity of the securities covered by the Resale Prospectus Supplement, 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 securities covered by the Resale Prospectus Supplement.

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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