June 26, 2000
Laclede Gas Company
720 Olive Street
St. Louis, MO 63101
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Laclede Gas Company,
a Missouri corporation ("Laclede"), and I have acted in such capacity in
connection with the authorization of the possible issuance and sale from
time to time by Laclede of: (i) first mortgage bonds ("Bonds");
(ii) unsecured debt securities ("Debt Securities"); and (iii) shares of
common stock, par value $1.00 per share ("Common Stock"), together with the
common stock purchase rights ("Rights") appurtenant thereto; in each case as
contemplated by Laclede's registration statement on Form S-3, as it may be
amended from time to time ("Registration Statement"). The Bonds are to be
issued pursuant to the terms of the Mortgage and Deed of Trust dated as of
February 1, 1945 ("Mortgage") and one or more supplemental indentures to the
Mortgage (each, a "Supplemental Indenture"). The Debt Securities are to be
issued pursuant to the terms of one or more indentures (each, a "Debt
Securities Indenture").
In connection with this opinion, I or attorneys under my supervision
have reviewed such documents and records as I have deemed necessary or
appropriate to enable me to express an opinion on the matters covered
hereby.
Based on the foregoing, I am of the opinion that:
1. Laclede is a corporation, duly organized and validly existing under the
laws of the State of Missouri.
2. All actions necessary to make any Bonds valid, legal and binding
obligations of Laclede will have been taken when:
a. The Registration Statement, and any amendment or amendments
thereto, shall have become and remain effective and any prospectus
supplement or supplements specifying certain details with respect
to the offering of any of such Bonds shall have been filed with the
Securities and Exchange Commission ("SEC");
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b. An order of the Missouri Public Service Commission ("MPSC")
relating to the issuance of the Bonds shall have become and remain
effective, and Laclede shall have complied with the terms and
conditions thereof;
c. Laclede's Board of Directors ("Board") or a duly appointed and
authorized committee thereof ("Board Committee") shall have: (i)
authorized and approved the issuance and sale of the Bonds
(including the terms and provisions thereof) and a Supplemental
Indenture (including the terms and provisions thereof) pursuant to
which the Bonds are to be issued, and (ii) taken or, subject to
specified guidelines, shall have delegated to appropriate officers
or representatives of Laclede the authority to take and, pursuant
thereto, such officers or representatives shall have taken all
other necessary final actions to consummate authorization of the
issuance and sale of the Bonds;
d. Such Supplemental Indenture shall have been executed and delivered
by a duly authorized officer or representative of Laclede and by
the trustee thereunder;
e. The Bonds shall have been issued and delivered in accordance with
the terms and provisions of such Supplemental Indenture; and
f. The Bonds shall have been duly executed, authenticated, issued and
delivered for the consideration contemplated.
3. All actions necessary to make any Debt Securities valid, legal and
binding obligations of Laclede will have been taken when:
a. The Registration Statement, and any amendment or amendments
thereto, shall have become and remain effective and any prospectus
supplement or supplements specifying certain details with respect
to the offering of any of such Debt Securities shall have been
filed with the SEC;
b. An order of the MPSC relating to the issuance of the Debt
Securities shall have become and remain effective, and Laclede
shall have complied with the terms and conditions thereof;
c. The Board or a Board Committee shall have: (i) authorized and
approved the issuance and sale of the Debt Securities (including
the terms and provisions thereof) and a Debt Securities Indenture
(including the terms and provisions thereof) pursuant to which the
Debt Securities are to be issued, and (ii) taken or, subject to
specified guidelines, shall have delegated to appropriate officers
or representatives of Laclede the authority to take and, pursuant
thereto, such officers or representatives
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shall have taken all other necessary final actions to consummate
authorization of the issuance and sale of the Debt Securities;
d. Such Debt Securities Indenture shall have been executed and
delivered by a duly authorized officer or representative of Laclede
and by the trustee thereunder;
e. The Debt Securities shall have been issued and delivered in
accordance with the terms and provisions of such Debt Securities
Indenture; and
f. The Debt Securities shall have been duly executed, authenticated,
issued and delivered for the consideration contemplated.
4. All actions necessary to make the Common Stock validly issued, fully
paid and nonassessable and the Rights attached to such Common Stock
valid, legal and binding obligations of Laclede will have been taken
when:
a. The Registration Statement, and any amendment or amendments
thereto, shall have become and remain effective and any prospectus
supplement or supplements specifying certain details with respect
to the offering of any of such Common Stock (and attached Rights)
shall have been filed with the SEC;
b. An order of the MPSC relating to the issuance of the Common Stock
(and attached Rights) shall have become and remain effective, and
Laclede shall have complied with the terms and conditions thereof;
c. The Board or a Board Committee shall have taken appropriate action
to: (i) authorize and approve the issuance and sale of the Common
Stock and the issuance in accordance with the Rights Agreement
dated April 3, 1996 between Laclede and the rights agent, currently
UMB Bank, National Association, of the Rights attached to such
Common Stock, (ii) fix or otherwise determine the consideration to
be received therefor, (iii) authorize and approve the form and
substance of the documents ("Sale Documents") to be used in
connection with the issuance and sale of such Common Stock (and
attached Rights), and (iv) take or, subject to specified
guidelines, delegate to appropriate officers or representatives of
Laclede the authority to take and, pursuant thereto, such officers
or representatives shall have taken, all other necessary final
actions to consummate authorization of the issuance and sale of
such Common Stock (and attached Rights);
d. The Sale Documents shall have been duly executed and delivered by
or
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on behalf of the parties thereto and shall have become effective as
provided therein; and
e. The Common Stock (and attached Rights) shall have been issued and
delivered for the consideration contemplated.
I am a member of the Missouri Bar and, in rendering this opinion, I am
not holding myself out as an expert on the laws of any other state.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of my name as counsel therein. 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 Securities
Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/ Gerald T. McNeive, Jr.
Gerald T. McNeive, Jr.
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