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This excerpt taken from the CHK 8-K filed Jul 15, 2008. Offered Shares”).
We have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (a) the Restated Certificate of Incorporation, as amended
(together with the related Certificates of Designation), and Bylaws of the
Company, and (b) such other certificates, statutes and other instruments
and documents as we considered appropriate for purposes of the opinions
hereafter expressed.
In
connection with this opinion, we have assumed that the Offered Shares will be
sold in compliance with applicable federal and state securities
laws.
Based on
the foregoing, we are of the opinion that the Offered Shares have been duly
authorized and, when issued and paid for as contemplated by the Underwriting
Agreement dated July 9, 2008 among the Company and the underwriters named in
Schedule A thereto, will be legally issued, fully paid and
non-assessable.
We are
members of the bar of the State of Oklahoma. The opinions expressed herein are
limited exclusively to the federal laws of the United States of America and the
laws of the State of Oklahoma, and we are expressing no opinion as to the effect
of the laws of any other jurisdiction, domestic or foreign.
We hereby
consent to the filing of this opinion as an exhibit to a Current Report on Form
8-K and the use of our name in the prospectus forming part of the Registration
Statement under the caption “Legal Matters.” By giving such consent, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission issued thereunder.
No
opinion is implied or may be inferred beyond the matters expressly stated
herein. This opinion is based upon the law in existence on the date of this
letter and we assume no responsibility or obligation to monitor any change in
any such law or to modify this opinion as a result thereof.
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