Exhibit 5.1
June 21, 2024
Atmos Energy Corporation
1800 Three Lincoln Centre
5430 LBJ Freeway
Dallas, Texas 75240
| Re: | Atmos Energy Corporation Registration Statement on Form S-3 (File No. 333-271038) |
Ladies and Gentlemen:
We have acted as counsel to Atmos Energy Corporation, a corporation incorporated under the laws of Texas and Virginia (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, file no. 333-271038 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus included therein, the prospectus supplement, dated June 18, 2024, filed with the Commission on June 20, 2024 pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”), and the offering by the Company pursuant thereto of $325,000,000 aggregate principal amount of the Company’s 5.900% Senior Notes due 2033 (the “Notes”). The Notes are an additional issuance of the existing $400,000,000 5.900% Senior Notes due 2033.
The Notes will be issued pursuant to the Indenture dated as of March 26, 2009 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), and an Officers’ Certificate (the “Section 301 Officers’ Certificate”) to be delivered to the Trustee pursuant to Section 301 of the Base Indenture (the Base Indenture, as modified by the Section 301 Officers’ Certificate in respect of the Notes, is referred to herein as the “Indenture”). In connection with the issuance of the Notes, the Company has entered into an Underwriting Agreement dated as of June 18, 2024 (the “Underwriting Agreement”) with the representatives of the underwriters named therein (the “Underwriters”). The Indenture, the Underwriting Agreement and the Notes are referred to collectively as the “Note Documents.”
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Base Indenture, the form of Section 301 Officers’ Certificate, the forms of Notes, the Underwriting Agreement and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render these opinions. In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others.
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