December 19, 2000
December 19, 2000
Southwest Gas Corporation
5241 Spring Mountain Road
Las Vegas, Nevada 89102
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Southwest Gas Corporation, a
California corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission") on December
19, 2000 under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations of the Commission
promulgated under the Securities Act, of the following securities of the Company
with an aggregate initial public offering price of up to $400,000,000: (i)
unsecured and unsubordinated debt securities, in one or more series (the "Debt
Securities"), to be issued under an indenture dated as of July 26, 1996 (the
"Indenture") between the Company and The Bank of New York, as successor trustee
(the "Trustee") as it may be supplemented or amended from time to time; (ii)
shares of the Company's preferred stock, no par value (the "Preferred Stock"),
in one or more series; (iii) shares of the Company's depositary shares (the
"Depositary Shares"); and (iv) shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). The Debt Securities, the Preferred Stock,
the Depositary Shares and the Common Stock are collectively referred to herein
as the "Offered Securities."
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate,
including the following:
(i) the Registration Statement;
(ii) a specimen certificate representing the Common Stock;
(iii) the Restated Articles of Incorporation of the Company, as
presently in effect;
(iv) the Amended Bylaws of the Company, as presently in effect;
(v) the Indenture;
(vi) the proposed form of Deposit Agreement, including the form of
Deposit Receipt attached as Exhibit A thereto; and
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(vii) resolutions of the Board of Directors of the Company adopted at a
meeting duly held on November 21, 2000 (the "Board Resolutions") relating to the
issuance and sale of the Offered Securities and related matters.
We have obtained and relied upon those certificates of public officials
as we considered appropriate.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies. To the extent that the Company's
obligations will depend on the enforceability of a document against other
parties to such document, we will assume such document is enforceable against
such other parties. We have also assumed that the Company will have obtained all
necessary approvals from the California Public Utilities Commission prior to the
issuance of any Offered Securities.
We do not express any opinion as to the laws of any jurisdiction other
than those of the States of California and New York.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that:
1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Board of Directors of the Company have taken all
necessary corporate action to fix and determine the terms of the Offered Debt
Securities in accordance with the Board Resolutions; (ii) the terms of the
Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture; (iii) the Indenture has been duly
executed and delivered; (iv) either (a) the Offered Debt Securities have been
duly executed and authenticated in accordance with the terms of the Indenture
and duly delivered to the purchasers thereof or (b) the book entry of the
Offered Debt Securities by the Trustee in the name of The Depository Trust
Company or its nominee; and (v) the Company receives the agreed-upon
consideration therefor, the issuance and sale of the Offered Debt Securities
(including any Offered Debt Securities duly issued upon exchange or conversion
of any shares of Preferred Stock that are exchangeable or convertible into Debt
Securities) will have been duly authorized by all necessary corporate action on
the part of the Company, and the Offered Debt Securities will constitute valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to creditors'
rights generally (including, without limitation, fraudulent conveyance laws),
(2) general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding at law or in equity, (3) requirements that a
claim with respect to any Offered Debt Securities denominated other than in
United States dollars (or a judgment denominated other than in United States
dollars in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law and
(4) governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.
2. With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Board of Directors has taken all
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necessary corporate action to fix and determine the terms of the Offered
Preferred Stock in accordance with the Board Resolutions, including the adoption
of a Certificate of Determination for such Preferred Stock in the form required
by applicable law; (ii) such Certificate of Determination has been duly filed
with the Secretary of State of the State of California; (iii) either (a)
certificates representing the shares of the Offered Preferred Stock have been
manually signed by an authorized officer of the transfer agent and registrar for
the Preferred Stock and registered by such transfer agent and registrar, and
delivered to the purchasers thereof or (b) the book entry of the Offered
Preferred Stock by the transfer agent for the Company's Preferred Stock in the
name of The Depository Trust Company or its nominee; and (iv) the Company
receives consideration per share of the Offered Preferred Stock in such amount
as may be determined by the Board of Directors in the form of cash, labor done,
debts or securities cancelled or tangible or intangible property actually
received by the Company or its wholly owned subsidiary (other than promissory
notes, unless the promissory notes are adequately secured by collateral other
than the Offered Preferred Shares), or a combination thereof, the issuance and
sale of the shares of Offered Preferred Stock will have been duly authorized by
all necessary corporate action on the part of the Company, and such shares will
be validly issued, fully paid and nonassessable.
3. With respect to the shares of Depositary Shares (the "Offered
Depositary Shares"), when (i) the Board of Directors has taken all necessary
corporate action to fix and determine the terms of the Depositary Shares and
underlying Preferred Stock in accordance with the Board Resolutions, including
the adoption of a Certificate of Determination for such Preferred Stock in the
form required by applicable law; (ii) such Certificate of Determination has been
duly filed with the Secretary of State of the State of California; (iii) the
Deposit Agreement has been duly executed and delivered; (iv) certificates
representing the shares of the underlying Preferred Stock have been manually
signed by an authorized officer of the transfer agent and registrar for such
preferred stock and delivered in the manner provided in the Deposit Agreement;
(v) either (a) certificates representing the shares of the Offered Depositary
Shares have been manually signed by an authorized officer of such transfer agent
and registrar, and delivered to the purchasers thereof, of (b) the book entry of
the Offered Depositary Shares by the transfer agent for the Depositary Shares in
the name of The Depository Trust Company or its nominee; and (vi) the Company
receives consideration per share of the Depositary Shares in such amount as may
be determined by the Board of Directors in the form of cash, labor done, debts
or securities cancelled or tangible or intangible property actually received by
the Company or its wholly owned subsidiary (other than promissory notes, unless
the promissory notes are adequately secured by property other than the
Depositary Shares or the underlying Preferred Shares), or a combination thereof,
the issuance and sale of the shares of Offered Depositary Shares will have been
authorized by all necessary corporate action on the part of the Company, and
such shares will be validly issued, fully paid and nonassessable.
4. With respect to the shares of Common Stock (the "Offered Common
Stock"), when (i) the Board of Directors has taken all necessary corporate
action to authorize the issuance and sale of the Offered Common Stock in
accordance with the Board Resolutions; (ii) either (a) certificates representing
the shares of the Offered Common Stock in the form of the specimen certificates
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Common Stock and registered by such
transfer agent and registrar and delivered to the purchasers thereof or (b) the
book entry of the Offered Common Stock by the transfer agent for the Company's
Common Stock in the name of The Depository Trust Company or its nominee; and
(iii) the Company receives consideration per share of the Offered Common Stock
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in such an amount as may be determined by the Board of Directors in the form of
cash, labor done, debts or securities cancelled or tangible or intangible
personal property of the company or its wholly owned subsidiary (other than
promissory notes, unless the promissory notes are adequately secured by
collateral other than the Offered Common Stock), or a combination thereof, the
issuance and sale of the shares of Offered Common Stock (including any Offered
Common Stock duly issued upon exchange or conversion of any Debt Securities or
shares of Preferred Stock or Depositary Shares that are exchangeable or
convertible into Common Stock) will have been duly authorized by all necessary
corporate action on the part of the Company, and such shares will be validly
issued, fully paid and nonassessable.
Notwithstanding the foregoing, the opinions expressed above with
respect to the Offered Debt Securities shall be deemed not to address the
application of the Commodity Exchange Act, as amended, or the rules, regulations
or interpretations of the Commodity Futures Trading Commission to Offered Debt
Securities the payment or interest on which will be determined by reference to
one or more currency exchange rates, commodity prices, equity indices or other
factors.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement.
Respectfully submitted,
O'Melveny & Myers LLP
