Exhibit 5.1
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March 22, 2022
Southwest Gas Corporation
8360 S. Durango Drive
Post Office Box 98510
Las Vegas, Nevada 89193
Ladies and Gentlemen:
We have acted as counsel to Southwest Gas Corporation, a California corporation (the “Company”), in connection with the issuance and sale by the Company of $600,000,000 aggregate principal amount of the Company’s 4.05% Senior Notes due 2032 (the “Notes”), all of which are to be sold by the Company pursuant to a prospectus supplement dated March 17, 2022 and the accompanying base prospectus dated December 2, 2020 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective Registration Statement on Form S-3 (No. 333-251074-01) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are to be sold by the Company pursuant to the terms of the Underwriting Agreement, dated March 17, 2022 (the “Underwriting Agreement”), by and among KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives of the underwriters named in Schedule 1 thereto, and in the matter described in the Prospectus.
In connection with this opinion, we have also examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Articles of Incorporation with Statement of Conversion of the Company, as amended through the date hereof; (ii) the Bylaws of the Company, as amended through the date hereof; (iii) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Notes; and (iv) the Indenture (as defined below) and the Notes. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinions set forth herein.
In connection with this opinion, we have assumed (i) the Notes have been issued pursuant to an Indenture by and between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), dated as of June 4, 2020 (the “Base Indenture”) and a Third Supplemental Indenture, dated as of March 22, 2022 between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and (ii) the Notes have been delivered against payment of valid consideration therefor and in accordance with the terms the Underwriting Agreement. In addition, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party. With respect to certain factual matters, we have relied upon certificates of officers of the Company.
The opinions hereinafter expressed are subject to the following further qualifications and exceptions, as to which we express no opinion:
(1) | The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination. |
(2) | The enforceability of the waivers contained in either Section 6.12 of the Base Indenture or Section 6.12 of the Supplemental Indenture. |