Exhibit 5.1.1
September 1, 2021
Evergy, Inc.
1200 Main Street
Kansas City, Missouri 64105
| | |
Re: | | Evergy, Inc. |
| | Registration Statement on Form S-3 |
Ladies and Gentlemen:
I have served as Corporate Counsel and Assistant Secretary to Evergy, Inc., a Missouri corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) debt securities of the Company, which may be unsecured senior debt securities and/or unsecured subordinated debt securities; (ii) shares of the Company’s common stock, without par value (“Common Stock”); (iii) shares of the Company’s preference stock, without par value (“Preference Stock”); (iv) depositary shares of the Company representing fractional interests in shares of Preference Stock (“Depositary Shares”); (v) warrants to purchase Common Stock, in each case as may be designated by the Company at the time of an offering (“Warrants”); (vi) stock purchase contracts (“Stock Purchase Contracts”); and (vii) stock purchase units, in each case, in amounts, at prices and on terms to be determined at the time of an offering.
In rendering the opinions expressed below, I have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith. I am familiar with the Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) of the Company, the Amended and Restated By-laws of the Company and the resolutions of the Board of Directors of the Company relating to the Registration Statement. I have also examined originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion letter. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all persons other than the directors and officers of the Company and the conformity with the original documents of any copies thereof submitted to me for examination.
Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, I am of the opinion that:
1. With respect to an offering of shares of Common Stock, such shares of Common Stock will be validly issued, fully paid and non-assessable when: (i) the Company’s Board of Directors or a duly authorized committee thereof (the “Company Board”) shall have duly adopted final resolutions in conformity with the Articles of Incorporation authorizing the issuance and sale of such shares of Common Stock; and (ii) such shares of Common Stock shall have been issued and duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration therefor provided for therein.
2. If shares of Common Stock are issuable upon conversion, exercise or exchange of the Preference Stock, Depositary Shares, Warrants or Stock Purchase Contracts, as applicable, the shares of Common
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