Exhibit 5.1
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1100 ONEOK Plaza 100 West Fifth Street Tulsa, Oklahoma 74103-4217 Telephone (918)595-4800 Fax (918)595-4990 www.gablelaw.com | | | | Fifteenth Floor One Leadership Square 211 North Robinson Oklahoma City, OK 73102-7101 Telephone (405)235-5500 Fax (405)235-2875 |
| | February 26, 2020 | | |
ONE Gas, Inc.
15 East Fifth Street
Tulsa, Oklahoma 74103
Ladies and Gentlemen:
We have acted as special counsel to ONE Gas, Inc., an Oklahoma corporation (the “Company”), in connection with the proposed issuance and sale from time to time by the Company of its common stock, $0.01 par value per share, in an amount having an aggregate offering price of up to $250,000,000 (the “Shares”) pursuant to the equity distribution agreement dated February 26, 2020 (the “Distribution Agreement”) among the Company, the Managers named therein, the Forward Purchasers named therein, and the Forward Sellers named therein, and the Master Confirmations for Forward Sale, each dated February 26, 2020, among the Company and each of the Forward Purchasers (each, a “Master Forward Confirmation,” and collectively, the “Master Forward Confirmations”), and any related Supplemental Confirmations (as defined in the applicable Master Forward Confirmation). The Shares are to be issued pursuant to the Registration Statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 26, 2020 (the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement to be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined originals or copies of the Distribution Agreement, the Registration Statement, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and RestatedBy-laws, and other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents supplied to us as originals, the conformity to the originals of all documents supplied to