Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ATMOS ENERGY CORP | d82919e8vk.htm |
| EX-4.1 - EX-4.1 - ATMOS ENERGY CORP | d82919exv4w1.htm |
| EX-4.2 - EX-4.2 - ATMOS ENERGY CORP | d82919exv4w2.htm |
| EX-5.2 - EX-5.2 - ATMOS ENERGY CORP | d82919exv5w2.htm |
| EX-1.1 - EX-1.1 - ATMOS ENERGY CORP | d82919exv1w1.htm |
Exhibit 5.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]
Client: 03896-00042
June 9, 2011
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
| Re: | Atmos Energy Corporation Registration Statement on Form S-3 (File No. 333-165818) |
Ladies and Gentlemen:
We have acted as counsel to Atmos Energy Corporation (the “Company”) in connection with the
preparation and filing with the Securities and Exchange Commission (the “Commission”) of a
Registration Statement on Form S-3, file no. 333-165818 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus
included therein, the prospectus supplement, dated June 7, 2011, filed with the Commission on June
8, 2011 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and
the offering by the Company pursuant thereto of $400,000,000 aggregate principal amount of the
Company’s 5.50% Senior Notes due 2041 (the “Notes”).
The Notes will be issued pursuant to the Indenture dated as of March 26, 2009 (the “Base
Indenture”), between the Company and U.S. Bank National Association, as trustee (the
“Trustee”), and an Officers’ Certificate (the “Section 301 Officers’ Certificate”)
to be delivered to the Trustee pursuant to Section 301 of the Base Indenture (the Base Indenture,
as modified by the Section 301 Officers’ Certificate in respect of the Notes, is referred to herein
as the “Indenture”). In connection with the issuance of the Notes, the Company has entered
into an Underwriting Agreement dated as of June 7, 2011 (the “Underwriting Agreement”) with
the representatives of the underwriters named therein (the “Underwriters”). The Indenture,
the Underwriting Agreement and the certificates evidencing the Notes are referred to collectively
as the “Note Documents.”
In arriving at the opinions expressed below, we have examined originals, or copies certified or
otherwise identified to our satisfaction as being true and complete copies of the originals, of the
Base Indenture, the form of Section 301 Officers’ Certificate, the form of Notes, the Underwriting
Agreement and such other documents, corporate records, certificates of officers of the Company and
of public officials and other instruments as we have deemed necessary or advisable to enable us to
render these opinions. In our examination, we have assumed, without independent investigation, the
genuineness of all signatures, the legal capacity and competency of all natural persons, the
authenticity of all documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies. As to any facts material to these opinions, we have
relied to the extent we deemed
To the several underwriters named in Schedule I hereto
June 9, 2011
Page 2
June 9, 2011
Page 2
appropriate and without independent investigation upon statements and representations of officers
and other representatives of the Company and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that the Notes, when executed and authenticated
in accordance with the provisions of the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting Agreement, will be legal, valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions expressed above are subject to the following additional exceptions, qualifications,
limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than
the State of New York and the United States of America and to the extent relevant for our opinions
herein, the Texas Business Organizations Code. This opinion is limited to the effect of the
current state of the laws of the State of New York and the United States of America and the Texas
Business Organizations Code and the facts as they currently exist. We express no opinion regarding
any federal or state laws or regulations related to the regulation of utilities. We assume no
obligation to revise or supplement this opinion in the event of future changes in such laws or the
interpretations thereof or such facts.
B. We note that the Company is incorporated in the State of Texas and in the Commonwealth of
Virginia and we have assumed, without independent investigation, that the Company is a validly
existing corporation in good standing under the laws of the Commonwealth of Virginia and that under
the laws of the Commonwealth of Virginia: (i) the Company has all requisite power to execute,
deliver and perform its obligations under the Note Documents, (ii) the execution and delivery of
such documents by the Company and the performance of its obligations thereunder have been duly
authorized by all necessary corporate action and do not violate any law, regulation, order,
judgment or decree applicable to the Company and (iii) that such documents will be duly executed
and delivered by the Company. We understand that you are receiving an opinion of Virginia counsel
as to matters relating to Virginia law.
C. The opinions above are subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of
creditors’ generally, including without limitation the effect of statutory or other laws regarding
fraudulent transfers or preferential transfers and (ii) general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other equitable remedies
regardless of whether enforceability is considered in a proceeding in equity or at law.
To the several underwriters named in Schedule I hereto
June 9, 2011
Page 3
June 9, 2011
Page 3
D. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or
usury laws or of unknown future rights or (ii) provisions relating to indemnification, exculpation
or contribution, to the extent such provisions may be held unenforceable as contrary to public
policy or federal or state securities laws.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we
further consent to the use of our name under the caption “Legal Matters” in the Registration
Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP