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EXHIBIT (5)
[LETTERHEAD OF GABLE & GOTWALS APPEARS HERE]
July 20, 2000
ONEOK, Inc.
100 West Fifth Street
Tulsa, OK 74103
Re: S-8 Registration Statement Under the
Securities Act of 1933, Relating to the
Shares of Common Stock of ONEOK, Inc. in
relation to the ONEOK, Inc. Employee Stock
Purchase Plan
Gentlemen:
We understand that ONEOK, Inc., an Oklahoma corporation (hereinafter
referred to as the "Company"), will file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a Form S-8 Registration
Statement relating to the registration of shares of the Company's Common Stock
with respect to the ONEOK, Inc. Employee Stock Purchase Plan (the "Plan").
We have examined (a) the above-mentioned Registration Statement which will
be filed with the Securities and Exchange Commission; (b) the Certificate of
Incorporation and Bylaws of the Company, as amended; (c) the Plan and the
corporate actions taken by the Board of Directors in connection with the
Registration Statement and related matters; and (d) such other corporate
records, certificates of public officials and officers of the Company and other
documents as we have considered relevant to the matters covered by this opinion.
In connection with the foregoing, as counsel for the Company, we wish to
advise you as follows:
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(1) The Company is a corporation validly organized and existing under
the laws of the State of Oklahoma and is duly qualified to do business as a
corporation in the State of Kansas.
(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) Assuming the Shares are being issued in compliance with the terms
and conditions of the Plan, when the certificates for the Shares have been
executed by the proper officer of the Company, countersigned by the Transfer
Agent and registered by the Registrar thereof, the certificates for such Shares
will represent, and the Shares will constitute, duly authorized, legally issued,
fully paid, non-assessable, valid and legal shares of the Common Stock of the
Company.
We hereby consent to:
(1) Being named in the Form S-8 Registration Statement and documents
constituting the prospectus which is being furnished, and in any amendments
thereto, as counsel for the Company, passing on legal matters in connection with
the issuance of the Common Stock to the Trustee under the Plan;
(2) The making in the Form S-8 Registration Statement and documents
constituting the prospectus, and in any amendments thereto, of the statements
now appearing therein under the caption "Description of Securities", insofar as
they are applicable to us; and
(3) The filing of this opinion as an exhibit to the above-mentioned
Form S-8 Registration Statement.
Very truly yours,
GABLE & GOTWALS
By
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Donald A. Kihle
