Attached files

file filename
S-1 - CORNING NATURAL GAS CORP. FORM S-1 - CORNING NATURAL GAS CORPcngforms1.htm
EX-24 - LIMITED POWER OF ATTORNEY - CORNING NATURAL GAS CORPex24.htm
EX-4 - FORM OF SUBSCRIPTION RIGHTS CERTIFICATE - CORNING NATURAL GAS CORPex4-1.htm
EX-99 - INSTRUCTIONS AS TO THE USE OF SUBSCRIPTION RIGHTS CERTIFICATES - CORNING NATURAL GAS CORPex99-1.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - CORNING NATURAL GAS CORPex23-2.htm

NIXON PEABODY LLP

1100 Clinton Square

Rochester, New York 14604

(585) 263-1000

Fax: (585) 263-1600

April 9, 2010

Corning Natural Gas Corporation

330 W. William St.

Corning, New York 14830

Ladies and Gentlemen:

We have acted as counsel to Corning Natural Gas Corporation (the "Company"), a New York corporation, in connection with a rights offering by the Company to holders of record of its common stock, par value $5.00 per share (the "Common Stock"), of up to 104,100 shares of Common Stock, pursuant to a Registration Statement on Form S-1 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") and the prospectus contained therein (the "Prospectus").

In connection with the foregoing, we have examined (i) the Registration Statement, (ii) the Prospectus, (iii) the Second Amended and Restated Bylaws of the Company; (iv) the Restated Certificate of Incorporation of the Company; and (v) resolutions of the Board of Directors of the Company authorizing the offering and issuance of the shares of Common Stock to be sold by the Company and related matters. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates and other documents and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions expressed below.

As to questions of fact material to our opinions expressed herein, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from public officials.

In rendering the following opinions, we have assumed, without investigation, the authenticity of any document or other instrument submitted to us as an original, the conformity to the originals of any document or other instrument submitted to us as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that:

The Common Stock to be sold by the Company pursuant to the Registration Statement has been duly and validly authorized and, when issued and delivered in accordance with the plan of distribution set forth in the Registration Statement, will be validly issued, fully paid and nonassessable.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any other jurisdiction other than the laws of the State of New York and the federal law of the United States of America. As used herein, the term "laws of the State of New York" include the statutory provisions contained therein, all applicable provisions of the New York Constitutions, and reported judicial decisions interpreting such provisions.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name as it appears under the caption "Legal Matters" in the Prospectus. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Nixon Peabody LLP