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$37	Preview Full Doc	2002	Opinion Letter Opinion Letter (7K) Doc #111871: Click preview link for longer preview. July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC, a Delaware limited liability company (the "Company"), in connection with the proposed offering by the Company of 20,000,000 shares (23,000,000 shares if the over-allotment option granted to the underwriters is exercised in full) of the Company representing limited liability company interests with limited voting rights (the "Shares," which term shall include such additional shares representing limited liability company interests with limited voting rights as may be offered pursuant to Rule 462 under the Securities Act of 1933, as amended), (ii) Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), in connection with the proposed sale by the Partnership of limited partnership interests denominated as i-units (the "i-units," which term shall include such additional limited partnership interests denominated as i-units as may be offered pursuant to Rule 462 under the Securities Act of 1933, as amended) to the Company for a portion of the net proceeds of the offering of the Shares, and (iii) Kinder Morgan, Inc., a Kansas corporation ("KMI"), in connection with the obligation of KMI to purchase Shares (the "Purchase Obligation") in certain circumstances as specified in the Purchase Provisions (the "Purchase Provisions") attached as Annex B to and made a part of the Second Amended and Restated Limited Liability Company Agreement of the Company (the "LLC Agreement"). A Registration Statement on Form S-3 (the "Registration Statement") has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, (1) by the Company with respect to the Shares, (2) by the Partnership with respect to the i-units to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. 111871	Energy Partners Energy Partners, Ltd. ( Oil & Gas Operations ) As referenced in this Opinion Letter: ENERGY PARTNERS L – KINDER MORGAN ENERGY PARTNERS L P S-3/A (Filed 7/25/2002) _____________ ENERGY PARTNERS L – KINDER MORGAN ENERGY PARTNERS L P _____________ Energy Partners, L – EX-5 3 EXHIBIT 5 July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L .P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC, _____________ Energy Partners, L – additional shares representing limited liability company interests with limited voting rights as may be offered pursuant to Rule 462 under the Securities Act of 1933, as amended), (ii) Kinder Morgan Energy Partners, L .P., a Delaware limited partnership (the "Partnership"), in connection with the proposed sale by the Partnership of limited partnership interests denominated as i-units (the "i-units," which term _____________ Energy Partners, L – to the i-units to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L .P. Kinder Morgan, Inc. July 23, 2002 Page 2 We have examined, among other things, originals or copies of: o the Certificate of Formation of the Company; o the _____________ dt 1850692 ; Kinder Morgan Kinder Morgan Energy Partners LP ( Natural Gas Utilities ) As referenced in this Opinion Letter: KINDER MORGAN ENERGY PARTNERS L – KINDER MORGAN ENERGY PARTNERS L P _____________ Kinder Morgan Energy Partners, L – EX-5 3 EXHIBIT 5 July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L .P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC, _____________ Kinder Morgan Energy Partners, L – include such additional shares representing limited liability company interests with limited voting rights as may be offered pursuant to Rule 462 under the Securities Act of 1933, as amended), (ii) Kinder Morgan Energy Partners, L .P., a Delaware limited partnership (the "Partnership"), in connection with the proposed sale by the Partnership of limited partnership interests denominated as i-units (the "i-units," which term _____________ Kinder Morgan Energy Partners, L – with respect to the i-units to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L .P. Kinder Morgan, Inc. July 23, 2002 Page 2 We have examined, among other things, originals or copies of: o the Certificate of Formation of the Company; o the _____________ Kinder Morgan Energy Partners, L – us as copies, the due execution and delivery of all documents by the parties thereto and the truthfulness of all statements of fact contained therein. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L .P. Kinder Morgan, Inc. July 23, 2002 Page 3 Based on the foregoing, subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such _____________ dt 1849538 ; Kinder Morgan Kinder Morgan, Inc. ( Natural Gas Utilities ) As referenced in this Opinion Letter: Kinder Morgan, Inc. – EX-5 3 EXHIBIT 5 July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC, a Delaware limited liability _____________ Kinder Morgan, Inc. – pursuant to Rule 462 under the Securities Act of 1933, as amended) to the Company for a portion of the net proceeds of the offering of the Shares, and (iii) Kinder Morgan, Inc. , a Kansas corporation ("KMI"), in connection with the obligation of KMI to purchase Shares (the "Purchase Obligation") in certain circumstances as specified in the Purchase Provisions (the "Purchase Provisions") _____________ Kinder Morgan, Inc. – to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 2 We have examined, among other things, originals or copies of: o the Certificate of Formation of the Company; o the LLC Agreement, as amended _____________ Kinder Morgan, Inc. – and delivery of all documents by the parties thereto and the truthfulness of all statements of fact contained therein. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 3 Based on the foregoing, subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we _____________ Kinder Morgan, Inc. – the heading "Legal Matters" in the prospectus included in the Registration Statement. By giving such consent, we do not Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 4 admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term "expert" _____________ dt 1849543 ;	Kinder Morgan Kinder Morgan, Inc. ( Natural Gas Utilities ) As referenced in this Opinion Letter: Kinder Morgan, Inc. – EX-5 3 EXHIBIT 5 July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC, a Delaware limited liability _____________ Kinder Morgan, Inc. – pursuant to Rule 462 under the Securities Act of 1933, as amended) to the Company for a portion of the net proceeds of the offering of the Shares, and (iii) Kinder Morgan, Inc. , a Kansas corporation ("KMI"), in connection with the obligation of KMI to purchase Shares (the "Purchase Obligation") in certain circumstances as specified in the Purchase Provisions (the "Purchase Provisions") _____________ Kinder Morgan, Inc. – to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 2 We have examined, among other things, originals or copies of: o the Certificate of Formation of the Company; o the LLC Agreement, as amended _____________ Kinder Morgan, Inc. – and delivery of all documents by the parties thereto and the truthfulness of all statements of fact contained therein. Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 3 Based on the foregoing, subject to the limitations, assumptions and qualifications set forth herein, and having due regard for such legal considerations as we _____________ Kinder Morgan, Inc. – the heading "Legal Matters" in the prospectus included in the Registration Statement. By giving such consent, we do not Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 4 admit that we are experts with respect to any part of the Registration Statement, including this Exhibit, within the meaning of the term "expert" _____________ dt 1849544 ; Kinder Morgan Kinder Morgan Management LLC ( Financial ) As referenced in this Opinion Letter: Kinder Morgan Management, LLC – {DOCUMENT} {TYPE}EX-5 {SEQUENCE}3 {PAGE} EXHIBIT 5 July 23, 2002 Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and _____________ Kinder Morgan Management, LLC – Morgan, Inc. One Allen Center, Suite 1000 500 Dallas Street Houston, Texas 77002 Ladies and Gentlemen: We have acted as counsel to (i) Kinder Morgan Management, LLC , a Delaware limited liability company (the "Company"), in connection with the proposed offering by the Company of 20,000,000 shares (23, _____________ Kinder Morgan Management, LLC – the i-units to be sold by the Partnership to the Company, and (3) by KMI with respect to the Purchase Obligation. {PAGE} Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 2 We have examined, among other things, originals or _____________ Kinder Morgan Management, LLC – the due execution and delivery of all documents by the parties thereto and the truthfulness of all statements of fact contained therein. {PAGE} Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 3 Based on the foregoing, subject to the limitations, _____________ Kinder Morgan Management, LLC – our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. By giving such consent, we do not {PAGE} Kinder Morgan Management, LLC Kinder Morgan Energy Partners, L.P. Kinder Morgan, Inc. July 23, 2002 Page 4 admit that we are experts with respect to _____________ dt 237523 ; Bracewell Bracewell & Patterson L.L.P. ( Legal ) As referenced in this Opinion Letter: Bracewell & Patterson – Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, Bracewell & Patterson , L.L.P. dt 30476
$35	Preview Full Doc	2001	--------------------------------------------------- --------------------------------------------------- (8K) Doc #1600456: Click preview link for longer preview. <DESCRIPTION>OPINION OF GARY KYLE, ESQ. <TEXT> <PAGE> Exhibit 5.1 [LETTERHEAD OF GARY W. KYLE, ESQ.] September 28, 2001 Southern California Gas Company 555 West Fifth Street Los Angeles, California 90013-1011 Re: Registration Statement on Form S-3 of Southern California Gas Company --------------------------------------------------- Ladies . . . 1600456	Sempra Energy Sempra Energy ( Natural Gas Utilities ) As referenced in this ---------------------------------------------------: Sempra Energy, – West Fifth Street Los Angeles, California 90013-1011 Re: Registration Statement on Form S-3 of Southern California Gas Company --------------------------------------------------- Ladies and Gentlemen: I am the Chief Corporate Counsel of Sempra Energy, a California corporation. In connection with the registration statement on Form S-3 filed on September 28, 2001 (the "Registration Statement") by Southern California Gas Company, a California corporation ( _____________ dt 1678364 ;	Southern California Gas Southern California Gas Co
$32	Preview Full Doc	2007	UGI Corporation UGI Corporation (2K) Doc #3012972: Click preview link for longer preview. July 23, 2007 UGI Corporation 460 North Gulph Road King of Prussia, PA 19406 RE: Registration Statement on Form S-3 for 400,000 Shares of Common Stock to be Issued in Accordance with the UGI Corporation Dividend Reinvestment and Direct Stock Purchase Plan Ladies and Gentlemen: . . . 3012972	UGI UGI Corp. ( Natural Gas Utilities )
$30	Preview Full Doc	2007	Atmos Energy Corporation Atmos Energy Corporation (3K) Doc #3019842: Click preview link for longer preview. August 30, 2007 Atmos Energy Corporation 1800 Three Lincoln Centre 5430 LBJ Freeway Dallas, Texas 75240 Re: Registration Statement on Form S-8 Gentlemen: I am Senior Vice President and General Counsel of Atmos Energy Corporation, a Texas and Virginia corporation (the ?Company?), and have acted as counsel to the Company in connection with the preparation of a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the ?Registration Statement?) with respect to the registration under the Securities Act of 1933, as amended (the . . . 3019842	Atmos Energy Atmos Energy Corp. ( Natural Gas Utilities )
$31	Full Doc	2007	Equitable Resources, Inc. Equitable Resources, Inc. (9K) Doc #3239640: This document is immediately available for purchase, but does not have a preview available for viewing. 3239640	Equitable Equitable Resources, Inc. ( Natural Gas Utilities ) ;	Equitable Equitable Resources, Inc. ( Natural Gas Utilities )
$35	Preview Full Doc	2007	Nisource Inc. Nisource Inc. (26K) Doc #3245170: Click preview link for longer preview. Robert J. Minkus (312) 258-5584 rminkus@schiffhardin.com December 21, 2007 NiSource Inc. NiSource Finance Corp. 801 East 86th Avenue 801 East 86th Avenue Merrillville, Indiana 46410 Merrillville, Indiana 46410 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to NiSource Inc., a Delaware corporation (the ?Company?), and NiSource Finance Corp., an . . . 3245170	NiSource NiSource Inc. ( Natural Gas Utilities ) As referenced in this Nisource Inc.: NiSource Inc. – exv5w1 EX-5.1 2 c22257exv5w1.htm OPINION OF SCHIFF HARDIN LLP Exhibit 5.1 Robert J. Minkus (312) 258-5584 rminkus@schiffhardin.com December 21, 2007 NiSource Inc. NiSource Finance Corp. 801 East 86th Avenue 801 East 86th Avenue Merrillville, Indiana 46410 Merrillville, Indiana 46410 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have _____________ NiSource Inc. – 801 East 86th Avenue 801 East 86th Avenue Merrillville, Indiana 46410 Merrillville, Indiana 46410 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to NiSource Inc. , a Delaware corporation (the ?Company?), and NiSource Finance Corp., an Indiana corporation (?NiSource Finance?), in connection with a registration statement on Form S-3 (the ?Registration Statement?) filed by _____________ NiSource Inc. – 333-49330), filed November 17, 2000. This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. NiSource Inc. NiSource Finance Corp. December 21, 2007 Page 2 In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, and such other documents, corporate records _____________ NiSource Inc. – Stock?), when (i) an appropriate prospectus supplement with respect to the Offered Common Stock has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules NiSource Inc. NiSource Finance Corp. December 21, 2007 Page 3 and regulations thereunder; (ii) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the _____________ NiSource Inc. – be duly authorized, validly issued, fully paid and nonassessable, assuming the conversion or exchange of the Offered Preferred Stock is in accordance with the terms of the Certificate of Designations. NiSource Inc. NiSource Finance Corp. December 21, 2007 Page 4 3. With respect to any offering of any series of Debt Securities (the ?Offered Debt Securities?), when (i) an appropriate prospectus _____________ dt 1839529 ;	NiSource NiSource Inc. ( Natural Gas Utilities )

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