EX-5 2 a12-15495_1ex5.htm EX-5

Exhibit 5

 

GRAPHIC

 

 

 

 

 

 

GRAPHIC

 

 

 

June 27, 2012

 

NRG Energy, Inc.

211 Carnegie Center

Princeton, NJ 08540

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) of NRG Energy, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission covering the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 1,000,000 shares of common stock, par value $.01 per share, of the Company (the “Shares”), issuable under the Company’s Amended and Restated Employee Stock Purchase Plan (the “Plan”).

 

We have examined the Registration Statement and such records, certificates and documents as we have deemed necessary or appropriate for the purposes of this opinion.  In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.  As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and of public officials.

 

Based on and subject to the foregoing, it is our opinion that:

 

1.              the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware; and

 

2.              the issuance of the Shares has been duly authorized and, when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable.

 

We hereby consent to the use of our name in the Registration Statement as counsel who will pass upon the legality of the Shares for the Company and as having prepared this opinion as an exhibit to the Registration Statement.  In giving the foregoing 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 or the rules and regulations of the Securities and Exchange Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ BALLARD SPAHR LLP