EX-5.1 3 a08-16430_13ex5d1.htm EX-5.1

Exhibit 5.1

 

June 30, 2008

 

Equitable Resources, Inc.
225 North Shore Drive

Pittsburgh, Pennsylvania 15212

 

Re:  Registration Statement on Form S-8 for Equitable Resources, Inc. 2008 Employee Stock Purchase Plan

 

Gentlemen:

 

We have acted as counsel to Equitable Resources, Inc., a Pennsylvania corporation (the “Company”), in connection with the above-captioned Registration Statement (the “Registration Statement”) relating to up to 1,000,000 shares of Common Stock, no par value, of the Company (the “Common Stock”) which may be purchased by eligible employees under the Equitable Resources, Inc. 2008 Employee Stock Purchase Plan (the “Plan”).  The Plan provides that either authorized but unissued or treasury shares of Common Stock may be issued and sold to participating employees under the Plan.  In rendering our opinion below, we have assumed that any previously issued shares reacquired by the Company and reissued under the Plan will have been duly authorized, validly issued and fully paid at the time of their original issuance.

 

In connection with this opinion, we have examined, among other things:

 

(1)  the Articles of Incorporation and Bylaws of the Company, as amended to date;

 

(2)  actions taken by the Board of Directors of the Company on June 9, 2008, authorizing the issuance of up to an additional 1,000,000 shares of Common Stock under the Plan and reserving an additional 1,000,000 shares of Common Stock for such purpose;

 

(3)  the Plan, as currently in effect.

 

        Based upon the foregoing, and upon an examination of such other documents, corporate proceedings, statutes, decisions and questions of law as we considered necessary in order to enable us to furnish this opinion, and subject to the assumptions set forth above, we are pleased to advise you that in our opinion the 1,000,000 shares of Common Stock being registered and which may be issued by the Company pursuant to the provisions of the Plan have been duly authorized in accordance with Pennsylvania law, and upon such issuance in accordance with the provisions of the Plan such shares will be validly issued, fully paid and nonassessable.

 

        In rendering the foregoing opinion, we have not examined the laws of any jurisdiction other than the laws of the Commonwealth of Pennsylvania and federal laws of the United States of America and the foregoing opinion is limited to such laws.

 



 

        We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption “Legal Opinion.”

 

 

 

Yours truly,

 

 

 

 

 

/s/ Reed Smith LLP

 

 

 

 

 

Reed Smith LLP

 

 

 

JGA: CLD