Attached files

file filename
8-K - FORM 8-K - Gas Natural Inc.d566096d8k.htm
EX-99.1 - EX-99.1 - Gas Natural Inc.d566096dex991.htm
EX-1.1 - EX-1.1 - Gas Natural Inc.d566096dex11.htm

Exhibit 5.1

 

LOGO

 

One Cleveland Center

20th Floor

1375 East Ninth Street

Cleveland, OH 44114-1793

216.696.8700

www.kjk.com

 

LOGO

  

July 11, 2013

 

Gas Natural Inc.

1 First Avenue South

Great Falls, Montana 59401

 

Re:   Shelf Offering of Shares of Common Stock of Gas Natural Inc.

 

Ladies and Gentlemen:

 

We have acted as counsel to Gas Natural Inc., an Ohio corporation (the “Company”), in connection with the preparation and filing by the Company of a prospectus supplement dated July 11, 2013 (the “Prospectus Supplement”), to the base prospectus dated February 1, 2013 (the “Base Prospectus”, and together with the Prospectus Supplement, the “Prospectus”), relating to the offer and sale by the Company, pursuant to an underwriting agreement dated July 11, 2013 (the “Underwriting Agreement”), between the Company and Janney Montgomery Scott LLC, as representative of the underwriters named in Schedule I thereto, of up to 1,725,000 shares of Common Stock of the Company, par value $0.15 per share (the “Offering Shares”). The Prospectus forms a part of the shelf registration statement on Form S-3, Registration No. 333-185634, including the amendments and exhibits thereto (the “Registration Statement”), of the Company filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).

 

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 Company; (ii) resolutions of the Board of Directors of the Company authorizing the Registration Statement and related matters; (iii) the Registration Statement; (iv) the Prospectus; and (v) 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, completeness, accuracy and due authorization 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


 

LOGO

 

  

material to the opinions, we have relied, to the extent we deem appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

 

Based on the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the issuance of the Offering Shares has been duly authorized and, when issued and delivered against payment therefor as contemplated in the Prospectus and the Underwriting Agreement, the Offering Shares will be validly issued, fully paid and non-assessable.

 

The opinions herein are limited to matters governed by the federal laws of the United States of America and the laws of the State of Ohio, including interpretations thereof in published opinions of the Ohio courts. We express no opinion as to the laws of any other jurisdiction.

 

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

 

This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

 

We hereby consent (i) to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission and thereby incorporated by reference into the Registration Statement, and (ii) 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 imply or admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

 

Sincerely,

 

/s/ Kohrman Jackson & Krantz P.L.L.

 

KOHRMAN JACKSON & KRANTZ P.L.L.

 

 

Page 2