Attached files
file | filename |
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S-1/A - S-1/A - Gas Natural Inc. | l40059asv1za.htm |
EX-2.8 - EX-2.8 - Gas Natural Inc. | l40059aexv2w8.htm |
EX-3.2 - EX-3.2 - Gas Natural Inc. | l40059aexv3w2.htm |
EX-3.1 - EX-3.1 - Gas Natural Inc. | l40059aexv3w1.htm |
Exhibit 5.1
[Kohrman Jackson & Krantz P.L.L. letterhead]
[___], 2010
Gas Natural Inc.
1 First Avenue South
Great Falls, Montana 59401
1 First Avenue South
Great Falls, Montana 59401
Re: | Secondary Public Offering of Common Stock |
Ladies and Gentlemen:
We have acted as counsel to Gas Natural Inc., an Ohio corporation (the Registrant), and its
predecessor, Energy, Inc., a Montana corporation, in connection with the preparation and filing
with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form
S-1, Registration Number 333-167859 (as subsequently amended, the Registration
Statement) under the Securities Act of 1933, as amended (the Act). The Registration Statement
relates to the sale by the Registrant of 1,875,000 shares of the Registrants common stock, par
value $0.15 per share (the Shares), and the sale by Richard M. Osborne, as Trustee of the Richard
M. Osborne Trust (the Selling Shareholder), of 1,000,000 Shares. We have acted as counsel to the
Registrant in connection with the preparation and filing of the Registration Statement. Capitalized
terms used herein and not otherwise defined have the meanings attributed to them in the
Registration Statement.
In connection herewith, we have examined and relied upon the original or a copy, certified to
our satisfaction, of: (i) the Articles of Incorporation and the Code of Regulations of the
Registrant; (ii) resolutions of the Board of Directors of the Registrant authorizing the offering
and the issuance of the Shares to be sold by the Registrant and related matters; (iii) the
Registration Statement; (iv) the prospectus forming a part of the Registration Statement; (v) the
proposed form of the Underwriting Agreement (as and when signed, the Underwriting Agreement); and
(vi) such other documents and instruments as we have deemed necessary for the expression of the
opinion herein contained.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. We have made such investigations of law as we deemed appropriate
for rendering the opinions expressed below. As to various questions of fact material to the
opinions, we have relied, to the extent we deem appropriate, upon representations or certificates
of officers or directors of the Registrant and upon documents, records and instruments furnished to
us by the Registrant and the Selling Shareholder, without independently checking or verifying the
accuracy of such documents, records and instruments.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares to be
issued and sold by the Registrant pursuant to the Registration Statement have been duly and validly
authorized for issuance and, when such Shares are issued, paid for and delivered in accordance with
the terms and conditions of the Underwriting Agreement, will be legally issued, fully paid and
non-assessable and (ii)
the Shares to be sold by the Selling Shareholder have been duly authorized and are legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name under the caption Legal Matters in the prospectus forming a part of
the Registration Statement. In giving such consent, we do not admit that we come within the
category of persons whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission thereunder.
Sincerely, Kohrman Jackson & Krantz P.L.L. |
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