Exhibit 5.1
February 27, 2019
Keane Group, Inc.
1800 Post Oak Blvd Suite 450
Houston, TX 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 Post-Effective Amendment No. 2 to the Registration Statement on FormS-3 (FileNo. 333-222831) (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 51,668,175 shares of the Company’s common stock, par value $0.01 per share, that may be sold from time to time by the selling stockholder named therein (the “Selling Stockholder Shares”). The Selling Stockholder Shares may be offered and sold from time to time pursuant to the plan of distribution set forth in the Prospectus (as defined herein).
In connection with the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Company’s preliminary prospectus dated February 27, 2019 contained in the Registration Statement (the “Prospectus”), and the Certificate of Incorporation and Bylaws of the Company, both of which were filed with the Commission on March 21, 2017 as exhibits to the Company’s Annual Report on Form10-K for the year ended December 31, 2016 and have been incorporated by reference as exhibits to the 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 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.
Keane Group, Inc.
February 27, 2019
Page 2
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 Selling Stockholder Shares are validly issued, fully paid andnon-assessable.
We do not express any opinion herein concerning any laws other than the General Corporation Law 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. 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 |