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Xxxxx & Xxxxx, L.L.P.
One Shell Plaza
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-4995
G-49,107 December 11, 1995
Tejas Gas Corporation
0000 XxXxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Tejas Gas Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), relating to 30,000 shares (the
"Shares") of common stock, par value $.25 per share, of the Company, subject to
issuance pursuant to the terms of the Tejas Gas Corporation Director Stock Award
Plan, as amended (the "Plan"), certain legal matters in connection with the
Shares are being passed upon for the Company by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above, we
have familiarized ourselves with the Company's Certificate of Incorporation and
By-laws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
We have assumed that all signatures on all documents examined by us are
genuine, that all documents submitted to us as originals are authentic, that all
documents submitted to us as copies are true and correct copies of the originals
thereof and that all information submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
Tejas Gas Corporation -2- December 11, 1995
1. The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware; and
2. Upon the issuance of and payment for the Shares in accordance
with the terms and provisions of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
The opinions set forth above are limited to the laws of Texas and Delaware
and the applicable federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ XXXXX & XXXXX, L.L.P.
CJS; NJE
