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October 27, 2000
The Laclede Group, Inc.
720 Olive Street
St. Louis, MO 63101
Ladies and Gentlemen:
I have acted as counsel to The Laclede Group, Inc., a Missouri
corporation (the "Company"), in connection with the proposed formation
of a holding company structure for Laclede Gas Company, a Missouri
corporation ("Laclede Gas"), through a reverse triangular merger,
whereby Laclede Acquisition Inc., a wholly-owned subsidiary of the
Company, will merge with and into Laclede Gas, pursuant to an Agreement
and Plan of Merger and Reorganization (the "Reorganization Agreement").
This opinion is being rendered in connection with the filing by
the Company of a Registration Statement on Form S-4 (the "Registration
Statement") related to the registration under the Securities Act of
1933, as amended (the "Act") of 20,000,000 shares of common stock, par
value $1.00 per share, of the Company (the "Company Common Stock") to be
issued in connection with the merger and reorganization pursuant to the
Reorganization Agreement.
In connection with this opinion, I, or attorneys under my
supervision, have examined: (i) the Reorganization Agreement; (ii) the
Registration Statement; (iii) the Articles of Incorporation and Bylaws
of the Company as in effect on the date hereof; and (iv) resolutions
adopted by the Company's Board of Directors relating to the merger and
reorganization pursuant to the Reorganization Agreement and the issuance
and delivery of the Company Common Stock in connection therewith; and
such other documents, certificates and other records as I have deemed
necessary or appropriate.
On the basis of the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing as a corporation under the laws of the
State of Missouri.
2. The Company Common Stock will be validly issued, fully paid
and non-assessable when (a) the Registration Statement becomes effective
under the Act; (b) the Company's Board of Directors shall have taken
appropriate action to authorize the issuance of Company Common Stock;
(c) the Laclede Gas shareholders shall have
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The Laclede Group, Inc.
October 27, 2000
approved the Reorganization Agreement; (d) Laclede Gas shall have
received all necessary regulatory approvals required to consummate the
merger and reorganization pursuant to the Reorganization Agreement; and
(e) the merger and reorganization shall have been consummated in
accordance with the terms of the Reorganization Agreement and the laws
of the State of Missouri.
I am a member of the Missouri Bar and do not hold myself out as an
expert on the laws of any other state. My opinions expressed above are
limited to the laws of the State of Missouri and the federal laws of the
United States.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to me under the caption
"Legal Opinions" in the Registration Statement and in the Proxy
Statement and Prospectus constituting a part thereof. In giving such
consent, I do not thereby admit that I am within the category of persons
whose consent is required pursuant to Section 7 of the Act or the rules
and regulations of the Commission thereunder.
Very truly yours,
/s/ Gerald T. McNeive, Jr.
Gerald T. McNeive, Jr.
GTM:af
