Attached files
| file | filename |
|---|---|
| 8-K - 8-K - MDU RESOURCES GROUP INC | item8-01counselopinions.htm |
| EX-5.(B) - EXHIBIT 5B- CTWS OPINION LETTER - MDU RESOURCES GROUP INC | exhibit5b-ctswopinion.htm |
| EX-23.(A) - EXHIBIT 23A - AUDITORS CONSENT - MDU RESOURCES GROUP INC | exhibit23a-dtconsent.htm |
Exhibit 5(a)
[LETTERHEAD OF MDU RESOURCES GROUP, INC.]
May 19, 2014
MDU Resources Group, Inc. 1200 W. Century Avenue P.O. Box 5650 Bismarck, North Dakota 58506-5650 |
Ladies and Gentlemen:
I am General Counsel of MDU Resources Group, Inc., a Delaware corporation (the “Company”). I refer to my opinion, dated May 15, 2014 (the “May 15 Opinion”), addressed to the Company with respect to the registration of (i) debt securities and (ii) common stock, par value $1.00 per share (the “Common Stock”), under the Securities Act of 1933, as amended (the “Securities Act”), on the Registration Statement on Form S-3 (Registration No. 333-195990), which became effective on May 15, 2014 (the “Registration Statement”). This opinion is supplemental to the May 15 Opinion.
In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement and the exhibits filed therewith, (ii) the prospectus, dated May 15, 2014, forming a part of the Registration Statement, as supplemented by a prospectus supplement, dated May 16, 2014 (collectively, the “Prospectus”) relating to the offer and sale of up to 5,275,670 shares (the “Shares”) of the Company’s Common Stock, (iii) the orders of the Federal Energy Regulatory Commission, dated October 11, 2012 (as amended by the Errata Notice, issued May 15, 2013), the Montana Public Service Commission, dated September 21, 2012, and the Public Service Commission of Wyoming, dated October 19, 2012 (collectively, the “Orders”), and (iv) such other instruments, certificates, records and documents, and such matters of law, as I have considered necessary or appropriate for the purposes thereof.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:
1. | The Company is a corporation validly organized and existing under the laws of the State of Delaware. |
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2. | When the Shares have been sold as contemplated in the Registration Statement and the Prospectus, they will be validly issued, fully paid and non-assessable. |
In rendering the opinions expressed above, I have assumed that, upon expiration of the existing authorizations contained in the Orders relating to the issuance and delivery of the Shares, the Company will have obtained, on a timely basis, such further authorizations from the respective commissions as may be required to permit the continued issuance and delivery of the Shares on the terms contemplated by the Registration Statement and the Prospectus.
I am a member of the North Dakota and Minnesota Bars and do not hold myself out as an expert on the laws of Montana, South Dakota or Wyoming, but I have made a study through counsel located in such jurisdictions or otherwise of such jurisdictions insofar as such laws are involved in the conclusions expressed in this opinion. Insofar as the opinions expressed herein relate to the laws of the State of New York, the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting the Delaware laws, or the federal laws of the United States of America, I have relied on the opinion of even date herewith of Cohen Tauber Spievack & Wagner P.C., special counsel to the Company, which opinion is to be filed, along with this opinion, as an exhibit to the Company’s Current Report on Form 8-K, which will be dated on or about the date hereof.
I hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on or about the date hereof which will be incorporated by reference into the Registration Statement and to all references to me therein. In giving the foregoing consent, I do not hereby admit that I am in 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/ Paul K. Sandness | |
Paul K. Sandness | |
General Counsel and Secretary | |
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