<PAGE>
EXHIBIT 5
OPINION OF
KUNZMAN & BOLLINGER, INC.
AS TO THE LEGALITY OF
THE UNITS REGISTERED HEREBY
<PAGE>
KUNZMAN & BOLLINGER, INC.
ATTORNEYS-AT-LAW
5100 N. BROOKLINE, SUITE 600
OKLAHOMA CITY, OKLAHOMA 73112
Telephone (405) 942-3501
Fax (405) 942-3527
Exhibit 5
August 18, 2000
Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
RE: ATLAS AMERICA PUBLIC #9 LTD.
----------------------------
Gentlemen:
You have requested our opinion on certain issues pertaining to Atlas
America Public #9 Ltd. (the "Partnership") formed under the Limited
Partnership Laws of Pennsylvania. Atlas Resources, Inc., a Pennsylvania
corporation, is the Managing General Partner of the Partnership.
BASIS OF OPINION
Our opinion is based on our review of a certain Registration Statement
on Form SB-2 and any amendments thereto, including any post-effective
amendments, for the Partnership (the "Registration Statement") as filed with
the Securities and Exchange Commission (the "Commission"), including the
Certificate of Limited Partnership for the Partnership, the Prospectus and the
Amended and Restated Certificate and Agreement of Limited Partnership for the
Partnership (the "Partnership Agreement"), the Subscription Agreement and the
Drilling and Operating Agreement contained therein, and on our review of such
other documents and records as we have deemed necessary to review for purposes
of rendering our opinion. As to various questions of fact material to our
opinion which we have not independently verified, we have relied on certain
representations made to us by officers and directors of the Managing General
Partner.
In rendering the opinion herein provided, we have assumed the due
authorization, execution and delivery of all relevant documents by all parties
thereto.
OPINION
Based upon the foregoing, we are of the opinion that:
The Units, when sold in accordance with the Registration
Statement as amended at the time it becomes effective with the
Commission, will be legally issued pursuant to Pennsylvania
partnership law, fully paid and nonassessable except as described
in the Registration Statement with respect to the Investor
General Partner Units.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Prospectus
included in the Registration Statement.
Yours very truly,
/s/ KUNZMAN & BOLLINGER, INC.
KUNZMAN & BOLLINGER, INC.
