Exhibit 5
May 9, 2000
[e-mail: [email protected]]
Board of Directors of
Black Hills Corporation
Re: Opinion of Counsel--Form S-4
This letter is sent to you on behalf of the firm as counsel to Black
Hills Corporation, a South Dakota corporation (the "Company"), in connection
with the proposed formation of a holding company structure through Black Hills
Holding Company, a South Dakota corporation (the "Holding Company"), through a
statutory share exchange (the "Share Exchange") between Company and Holding
Company pursuant to an Agreement and Plan of Exchange (the "Exchange
Agreement").
This opinion is being rendered in connection with the filing by Company
of a Registration Statement on Form S-4 (the "Registration Statement") relating
to the registration under the Securities Act of 1933, as amended (the "Act") of
21,800,000 shares of common stock, par value $1 per share, of the Company (the
"Company Common Stock"), to be issued in the Share Exchange. Related to this
opinion, we have examined copies of (i) the Exchange Agreement; (ii) the
Registration Statement; (iii) the Articles of Incorporation and Bylaws of the
Company, as in effect on the date hereof; (iv) resolutions adopted by the Board
of Directors of the Company related to the Share Exchange and the issuance and
delivery of the Company's Common Stock and in connection therewith; and (v) such
other documents, certificates, and other records as we have deemed necessary or
appropriate.
Based upon the foregoing, and subject to the qualification herein
expressed, we are of the opinion that:
(1) The Company is a corporation, duly organized, validly existing, and in good
standing under the laws of the State of South Dakota; and
(2) The Company Common Stock will be validly issued, fully paid, and
nonassessable when (i) the Registration Statement shall have become effective
under the Act; (ii) the Company's Board of Directors shall have taken the
appropriate action to authorize the issuance of the Common Stock; (iii) the
Company's shareholders shall have approved the Share Exchange; (iv) the Company
shall have received all necessary regulatory approvals required to consummate
the Share Exchange; and (v) the Share Exchange shall have been consummated in
accordance with the terms of the Exchange Agreement and consistent with the laws
of the State of South Dakota.
We express no opinions as to matters of law except as it concerns
matters governed by the laws of the State of South Dakota; and in particular,
but not limited thereto, we do not express any opinions as to the federal income
tax consequences to holders of the Company's Common Stock as it concerns the
Share Exchange.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in said Registration
Statement and the Proxy Statement and Prospectus constituting a part thereof.
Sincerely yours,
/s/ Morrill Thomas Nooney & Braun
JKN:bjr
