Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 PRESS RELEASE ANNOUNCING PRICING - Spark Energy, Inc. | sparkenergyincannounc547.htm |
| EX-1.1 - EXHIBIT 1.1 UNDERWRITING AGREEMENT - Spark Energy, Inc. | exhibitb-sparkenergyxunder.htm |
| EX-99.1 - EXHIBIT 99.1 PRESS RELEASE ANNOUNCING OFFERING - Spark Energy, Inc. | sparkenergyincannouncesp.htm |
| EX-3.1 - EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS - Spark Energy, Inc. | sparkenergyincspke-certifi.htm |
| 8-K - FORM 8-K UNDERWRITING AGREEMENT - Spark Energy, Inc. | revisedsparkenergyincspke-.htm |
ANDREWS KURTH KENYON LLP
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park Silicon Valley The Woodlands Washington, DC
HOU:3770434.5
Exhibit 5.1
600 Travis, Suite 4200
Houston, Texas 77002
+1.713.220.4200 Phone
+1.713.220.4285 Fax
andrewskurthkenyon.com
March 14, 2017
Spark Energy, Inc.
12140 Wickchester Lane, Suite 100
Houston, Texas 77079
Re: 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred
Stock issued by Spark Energy, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Spark Energy, Inc., a Delaware Corporation (the
“Issuer”), in connection with an offering and sale by the Issuer of up to 1,610,000 shares of
8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par
value $0.01 per share (the “Series A Preferred Stock”). Such offering and sale have been
registered with the United States Securities and Exchange Commission (the “SEC”), pursuant to
the Issuer’s registration statement on Form S-3 (Registration No. 333-214023) filed with the
SEC on October 7, 2016. Such registration statement, at the time it was declared effective by the
SEC on October 20, 2016, is referred to herein as the “Registration Statement.”
The Issuer has conducted such sale of up to 1,610,000 shares of Series A Preferred Stock
on a firm commitment underwritten basis, pursuant to (i) its prospectus dated October 20, 2016
(the “Prospectus”) included in the Registration Statement, as supplemented by its prospectus
supplement dated March 8, 2017 (the “Prospectus Supplement”) filed with the SEC on March
10, 2017 and (ii) the Underwriting Agreement dated March 8, 2017 (the “Underwriting
Agreement”) between the Issuer and RBC Capital Markets, LLC, as representative of the several
underwriters named therein (the “Underwriters ”). Pursuant to the Underwriting Agreement, the
Issuer is selling to the Underwriters 1,400,000 shares of Series A Preferred Stock (the “Firm
Securities”) and has granted an option to the Underwriters to purchase up to an additional
210,000 shares of Series A Preferred Stock (the “Option Securities”). The Firm Securities and
the Option Securities are collectively referred to herein as the “Securities.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
In rendering the opinions set forth herein, we have read and examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and
Restated Certificate of Incorporation of the Issuer on file with Secretary of State of the State of
HOU:3770434.5
Delaware, including the Certificate of Designations of Rights and Preferences relating to the
Series A Preferred Stock, (ii) the Amended and Restated Bylaws of the Issuer, as certified to us
by an officer of the Issuer, (iii) the Underwriting Agreement, and (iv) such other documents,
certificates and records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein. In our examination, we have assumed, without independent investigation (a) the
genuineness of the signatures on all documents that we have examined, (b) the legal capacity of
all natural persons, (c) the authenticity of all documents supplied to us as originals, (d) the
conformity to the authentic originals of all documents supplied to us as certified, photostatic or
faxed copies and (e) the authenticity of the originals of such latter documents. We have also
assumed that all Securities sold pursuant to the Underwriting Agreement will be issued and sold
in the manner described in the Prospectus Supplement and in accordance with the terms of the
Underwriting Agreement.
Our opinions expressed herein are limited to the General Corporation Law of the State of
Delaware, and we express no opinion as to the laws of any other jurisdiction.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that the issuance and sale of the Securities
have been duly authorized by all necessary corporate action of the Issuer and, when issued, sold
and paid for in accordance with the terms of the Underwriting Agreement, the Securities will be
validly issued, fully paid and non-assessable.
We consent to the filing by you of this opinion as an exhibit to the Issuer’s Current
Report on Form 8-K filed on the date hereof, and we further consent to the use of our name
under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do
not thereby admit that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.
Very truly yours,
/s/ Andrews Kurth Kenyon LLP