Attached files
file | filename |
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EX-23.4 - EX-23.4 - NEXTIER OILFIELD SOLUTIONS INC. | d330100dex234.htm |
EX-23.3 - EX-23.3 - NEXTIER OILFIELD SOLUTIONS INC. | d330100dex233.htm |
EX-23.2 - EX-23.2 - NEXTIER OILFIELD SOLUTIONS INC. | d330100dex232.htm |
S-1MEF - FORM S-1 MEF - NEXTIER OILFIELD SOLUTIONS INC. | d330100ds1mef.htm |
Exhibit 5.1
Writers Direct Number 212.756.2407 |
Writers E-mail Address Stuart.Freedman@srz.com |
January 19, 2017
Keane Group, Inc. 2121 Sage Road Houston, Texas 77056 |
Ladies and Gentlemen:
We have acted as counsel to Keane Group, Inc., a Delaware corporation (the Company), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form S-1 (the Registration Statement), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act), relating to the sale by Keane Investor Holdings LLC, a Delaware limited liability company (the Selling Stockholder), of a maximum of 5,129,000 shares of the Companys common stock (the Common Stock), par value $0.01 per share (the Additional Shares), which includes 669,000 shares of Common Stock that are subject to an over-allotment option granted by the Selling Stockholder to the underwriters. The Additional Shares are to be purchased by certain underwriters and offered for sale to the public pursuant to the terms of an Underwriting Agreement, the form of which has been filed as an exhibit to Companys registration statement on Form S-1, File No. 333-215079 (the Initial Registration Statement) that was declared effective as of the date hereof. The Additional Shares being registered pursuant to the Registration Statement are in addition to the 25,645,000 shares registered pursuant to the Initial Registration Statement.
In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and the Certificate of Incorporation and Bylaws of the Company, both of which have been filed with the Commission as exhibits to the Initial Registration Statement, and such other agreements, certificates and documents of public officials, officers and other representatives of the Company and others as we have deemed necessary as a basis for our opinions set forth below.
In our examination, we have assumed (a) the legal capacity of all natural persons executing the Registration Statement, and such other agreements, certificates and documents, (b) the genuineness of all signatures thereon, (c) the authority of all persons signing the
Keane Group, Inc.
January 19, 2017
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Registration Statement and such other agreements, certificates and documents on behalf of the parties thereto, (d) the authenticity of all documents submitted to us as originals, (e) the conformity to original documents of all documents submitted to us as certified or photostatic copies and (f) the authenticity of the originals of such latter documents. As to any facts material to this opinion that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, and such other investigations as we have deemed necessary and subject to the qualifications included in this letter, we are of the opinion that the Additional Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and non-assessable.
We do not express any opinion herein concerning any laws other than the General Corporation Law and the Limited Liability Company Act of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading Legal Matters in the prospectus which included in the Initial Registration Statement. In giving such consent, we do not thereby admit that we are in 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/ Schulte Roth & Zabel LLP