Attached files
file | filename |
---|---|
S-1/A - S-1/A - CHS INC | c54421dsv1za.htm |
EX-8.1 - EX-8.1 - CHS INC | c54421dexv8w1.htm |
EX-23.1 - EX-23.1 - CHS INC | c54421dexv23w1.htm |
Exhibit 5.1
Opinion of Dorsey & Whitney LLP
Regarding Legality of Securities Being Registered
(including consent)
Regarding Legality of Securities Being Registered
(including consent)
February
24,
2010
CHS Inc.
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
5500 Cenex Drive
Inver Grove Heights, Minnesota 55077
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to CHS
Inc., a Minnesota cooperative (the Company), in connection with a
Registration Statement on Form S-1, Registration No. 333-163608 (the Registration Statement), relating to the
issuance by the Company of 1,295,896 shares of 8% Cumulative Redeemable Preferred Stock of the
Company (the Preferred Stock) to redeem $36,673,857 of the Companys patrons equities (the
Patrons Equities).
We have examined such documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of our opinions set forth below. In rendering our
opinions set forth below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic originals of all
documents submitted to us as copies. As to questions of fact material to our opinions, we have
relied upon certificates of officers of the Company and of public officials. We have also assumed
that the Preferred Stock will be issued as described in the Registration Statement.
Based on the foregoing, we are of the opinion that the shares of Preferred Stock to be issued by
the Company in redemption of the Patrons Equities pursuant to the Registration Statement have been
duly authorized and, upon issuance in redemption of the Patrons Equities as described in the
Registration Statement, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to
the reference to our firm under the heading Legal Matters in the prospectus constituting part of
the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
/s/ Dorsey & Whitney LLP