EX-5.01 2 exhibit501-sx3posam.htm EXHIBIT 5.01 Exhibit 5.01 - S-3 POS AM


Exhibit 5.01

[Letterhead of Williams, Box, Forshee & Bullard, P.C.]

August 5, 2013

OGE Energy Corp.
321 N. Harvey
Oklahoma City, Oklahoma 73101

Re:
2,001,171 Shares of Common Stock, par value $0.01 per share, Issued
Pursuant to OGE Energy Corp. Automatic Dividend Reinvestment and
Stock Purchase Plan

Ladies and Gentlemen:
We have examined the Post-Effective Amendment No. 1 on Form S-3 Registration Statement (the "Post-Effective Amendment"), of OGE Energy Corp. (the "Company"), to which this opinion is an exhibit, for the registration under the Securities Act of 1933, as amended (the "Act"), of an additional 2,001,171 shares of Common Stock, par value $0.01 per share (the "Shares"), pursuant to the OGE Energy Corp. Automatic Dividend Reinvestment and Stock Purchase Plan. We have examined all records, instruments, and documents which we have deemed necessary for the purposes of this opinion, including the Post-Effective Amendment.
Based upon the foregoing and upon our general familiarity with the property and affairs of the Company, we are of the opinion that:
1.
The Company is a validly organized and legally existing corporation, in good standing under the laws of the State of Oklahoma and is authorized to conduct and operate its business as a public utility holding company in the State of Oklahoma.

2.
When, as and if the Shares have been duly issued and delivered, and the consideration for the Shares has been duly received by the Company, all in the manner contemplated by the Post-Effective Amendment, the Shares will be legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.01 to the Post-Effective Amendment. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
                        
Respectfully,
 
 
/s/
Richard D. Forshee
 
Richard D. Forshee of
 
Williams, Box, Forshee & Bullard, P.C.