Attached files
file | filename |
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8-K - FORM 8-K - PostRock Energy Corp | h84333e8vk.htm |
EX-10.1 - EX-10.1 - PostRock Energy Corp | h84333exv10w1.htm |
EXHIBIT 5.1
ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 www.bakerbotts.com |
ABU DHABI AUSTIN BEIJING DALLAS DUBAI HONG KONG HOUSTON LONDON |
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MOSCOW NEW YORK PALO ALTO RIYADH WASHINGTON |
August 23, 2011
PostRock Energy Corporation
210 Park Avenue
Oklahoma City, Oklahoma 73102
210 Park Avenue
Oklahoma City, Oklahoma 73102
Ladies and Gentlemen:
In connection with the issuance, from time to time, by PostRock Energy Corporation, a Delaware
corporation (the Company), of an aggregate of up to 2,500,000 shares of common stock, par value
$0.01 per share, of the Company (the Shares) pursuant to (i) its Registration Statement on Form
S-3 (Registration No. 333-173896) (as amended, the Registration Statement), which was filed by
the Company with the Securities and Exchange Commission (the Commission) under the Securities Act
of 1933, as amended (the Act), and (ii) the related prospectus dated May 13, 2011, as
supplemented by the prospectus supplement relating to the sale of the Shares dated August 23,
2011 (as so supplemented, the Prospectus), to be filed by the Company with the Commission pursuant
to Rule 424(b) under the Act, certain legal matters with respect to the Shares are being passed
upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit
5.1 to the Companys Current Report on or about Form 8-K to be filed with the Commission on or about the date hereof
(the Form 8-K).
We have examined originals, or copies certified or otherwise identified, of the Restated
Certificate of Incorporation and Bylaws of the Company, each as amended to date, the At-the-Market
Issuance Sales Agreement, dated as of August 23, 2011, between the Company and McNicoll, Lewis &
Vlak LLC (MLV) relating to the sale of the Shares (the Sales Agreement), the Registration
Statement, the Prospectus, corporate records of the Company, including minute books of the Company,
as furnished to us by the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of officers of the Company
and of public officials with respect to the accuracy of the material factual matters contained in
such certificates. In giving the opinions below, we have assumed that the signatures on all
documents examined by us are genuine, that all documents submitted to us as originals are accurate
and complete, that all documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and complete. In
connection with this opinion, we have assumed that (i) the Board of Directors of the Company or a
duly constituted and acting committee thereof will have authorized the delivery by the Company of a
placement notice to MLV pursuant to the Sales Agreement specifying the number or amount of the
Shares to be sold
pursuant thereto, the time period during which sales of such Shares are requested to be made
and the minimum price below which such sales may not be made, which minimum price to the Company
shall not in any event be less than $4.73 per share, (ii) all sales will be made in compliance with
the minimum price and other terms set forth in such placement notice and the Sales Agreement and in
the manner set forth in the Prospectus and (iii) all sales will be made in an at the market
offering as defined in Rule 415 under the Act.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
set forth herein, we are of the opinion that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and, when issued and delivered against payment of the
purchase price therefor in accordance with the Sales Agreement, will be validly issued, fully paid
and nonassessable.
The opinion set forth above is limited in all respects to matters of the General Corporation
Law of the State of Delaware. We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Form 8-K. We also consent to the references to our Firm under the headings
Legal Matters in the Prospectus. In giving such consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours, /s/ Baker Botts L.L.P. |
TRF/SMR
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