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Exhibit (5)
[ARRINGTON KIHLE GABERINO & DUNN LETTERHEAD]
ONEOK Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: Form S-3, Registration Statement Under the
Securities Act of 1933, relating to certain
Debt Securities
Gentlemen:
We are retained as regular counsel for ONEOK Inc., a Delaware
corporation (hereinafter called the "Company") which has filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S-3 (including a Prospectus) relating
to the registration of three hundred, thirty thousand (330,000) presently
outstanding shares of the common stock of the Company (the "Common Stock") held
by certain stockholders of the Company ("Selling Stockholders"), as more fully
described in the Prospectus.
We have examined (a) the above-mentioned Registration Statement which
is being filed with the Securities and Exchange Commission; (b) the Third
Restated Certificate of Incorporation and the By-laws, as amended, of the
Company; (c) the corporation actions taken by the Board of Directors of the
Company, and other documents as we have considered relevant to the matters
covered by this opinion.
In connection with the foregoing, we wish to advise you as follows:
1. The Company is a corporation validly organized and existing
under the laws of the State of Delaware and is duly qualified to do business as
a foreign corporation in the State of Oklahoma.
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ONEOK Inc.
April 12, 1995
Page 2
2. The filing of the above-mentioned Registration Statement has
been duly authorized by the proper corporate action on the part of the Company.
3. The Common Stock when sold by the Selling Shareholders will be
legally issued, fully paid and non- assessable in the hands of the owners
thereof.
We hereby consent to:
1. Being named in the above Form S-3 Registration Statement and
the Prospectus which is being made a part thereof, and in any amendments
thereto, under the caption "Experts," and "Legality," as counsel for the
Company, passing upon legal matters in connection with the Common Stock and
having reviewed the matters of law and legal conclusions under "Description of
Common Stock" contained in said Prospectus which are included therein under our
authority as experts.
2. The filing of this opinion as an exhibit to the
above-mentioned Form S-3 Registration Statement.
Very truly yours,
Arrington Kihle Gaberino & Dunn, P.C.
By DONALD A. KIHLE
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Donald A. Kihle, President