1
EXHIBIT 5
Opinion of Armbrecht, Jackson, DeMouy Crowe, Holmes & Reeves, L.L.C.
2
February 19, 1999
ENERGYSOUTH, INC.
2828 Dauphin Street
Mobile, Alabama 36606
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (Registration No.
333- ) of EnergySouth, Inc. (the "Company"), filed by the Company as
successor to Mobile Gas Service Corporation ("Mobile Gas") following the
reorganization of Mobile Gas into a holding company structure ("the
Reorganization") in which Mobile Gas became a wholly-owned subsidiary of the
Company by virtue of the conversion of each two outstanding shares of common
stock of Mobile Gas into three shares of common stock, $.01 par value per share,
of the Company ("Common Stock"). We have acted as your counsel with respect to
corporate proceedings in connection with the assumption by the Company of the
Mobile Gas Service Corporation 1992 Stock Option Plan (the "Plan") and the
amendment of the Plan to provide for issuance of additional shares of Common
Stock thereunder.
On the basis of such examination of such corporate records, certificates and
other documents as we have considered necessary or appropriate for purposes of
this opinion, we advise you that upon the due authorization and execution of the
Common Stock by the Company and the receipt of payment for the Common Stock in
accordance with the provisions of the Plan, then, in our opinion, the Common
Stock will have been validly issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves, L.L.C.
By /s/ E. B. Peebles III
-------------------------------------
E. B. Peebles III