WINTHROP, STIMSON, XXXXXX & XXXXXXX
XXX XXXXXXX XXXX XXXXX
XXX XXXX, XX 00000-0000
TELEPHONE: 000-000-0000
TELEFAX: 000-000-0000
October 27, 2000
Laclede Gas Company
000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Re: Agreement and Plan of Merger and
Reorganization by and among Laclede Gas
Company, The Laclede Group, Inc. and
Laclede Acquisition Inc.
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Ladies and Gentlemen:
We have acted as special counsel for Laclede Gas Company, a Missouri
corporation ("Laclede"), in connection with the proposed merger and
reorganization by and among Laclede, The Laclede Group, Inc., a Missouri
corporation and wholly-owned subsidiary of Laclede ("Holdings"), Laclede
Acquisition Inc., a Missouri corporation and a wholly-owned subsidiary of
Holdings ("Acquisition"), with Laclede surviving as a subsidiary of Holdings
(the "Merger"). In connection with the Merger, Holdings has filed a
registration statement on Form S-4 (as it may be amended, the "Registration
Statement") with the United States Securities and Exchange Commission (the
"Commission").
On the basis of the foregoing and upon consideration of applicable law,
subject to the qualifications stated therein, we are of the opinion that the
discussion of U.S. federal income tax considerations set forth under the
caption Proposal 3: REORGANIZATION OF LACLEDE GAS COMPANY - Federal income tax
consequences" in the proxy statement/prospectus that forms a part of
the Registration Statement (the "Proxy Statement/Prospectus"), insofar as they
relate to provisions of U.S. federal income tax law, are, as of the date
hereof, taken as a whole, accurate in all material respects.
This opinion is limited to the federal income tax laws of the United
States and does not consider the effects of any foreign, state or local laws
or any United States federal laws other than those pertaining to income tax.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under "PROPOSAL 3:
REORGANIZATION OF LACLEDE GAS COMPANY - Federal income tax consequences"
in the Proxy Statement/Prospectus. In giving such consent we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Winthrop, Stimson, Xxxxxx & Xxxxxxx
