legalopinion.htm

THE LACLEDE GROUP, INC.

720 Olive Street

St. Louis, MO 63101

Mark C. Darrell

General Counsel

January 28, 2011

The Laclede Group, Inc.

720 Olive Street

St. Louis, Missouri 63101

Ladies and Gentlemen:

I am General Counsel of The Laclede Group, Inc., a Missouri corporation (the “Company”), and in that capacity I am familiar with the preparation of the registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on the date hereof. The Registration Statement relates to the offering by the Company of an indeterminate amount of:

	·	Debt Securities;
	·	Common Stock, par value $1,00 per share (including associated preferred share purchase rights);
	·	Preferred Stock, par value $25.00 per share;
	·	Stock Purchase Contracts; or
	·	Stock Purchase Units (collectively, the “Securities”).

The Securities may be offered in separate series, in amounts, at prices, and on terms set forth in the Prospectus contained in the Registration Statement and one or more supplements, free writing prospectuses or other offering materials with respect to the prospectus (collectively, the “Prospectus Supplement”) constituting a part of the Registration Statement. The Securities will be registered for issuance from time to time pursuant to Rule 415 of the Act.

In rendering the opinions set forth herein, I have examined the Company’s Articles of Incorporation and By-laws, each as amended and currently in effect; the Registration Statement; and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion.

On the basis of such review and assuming that (a) the Registration Statement, and any amendments thereto, will have become effective; (b) a Prospectus Supplement describing each class and/or series of Securities offered pursuant to the Registration Statement will have been filed with the Commission; (c) the definitive terms of each class and/or series of Securities will have been established in accordance with the authorizing resolutions of the Company’s Board of Directors, the Company’s Articles of Incorporation and applicable law; (d) any Securities, including Common Stock or Preferred Stock issuable upon conversion, exchange, or exercise of any other security, will have been duly authorized and reserved for issuance from the applicable

class of capital stock of the Company, in each case within the limits of such class of capital stock then remaining authorized but unreserved and unissued; (e) the appropriate resolutions have been adopted by the Company’s Board of Directors (or a duly appointed committee or representative thereof) and remain effective authorizing the issuance and sale of the applicable Securities and (f) the applicable Securities have been issued and sold upon the terms specified in such resolutions and in compliance with applicable federal and state securities laws; I am of the opinion that:

1.	The Common Stock will be validly issued, fully paid and nonassessable upon receipt by the Company of the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board of Directors of the Company.

The Preferred Stock will be validly issued, fully paid and nonassessable when all other necessary corporate action has been taken to fix the terms thereof and to authorize the execution and filing of a Certificate of Designation relating thereto with the Secretary of State of the State of Missouri, such Certificate of Designation having been executed by duly authorized officers of the Company and so filed by the Company, all in accordance with the laws of the State of Missouri, and upon receipt by the Company of the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board of Directors of the Company.

The Debt Securities will be duly authorized and legally issued and will constitute the binding obligations of the Company when an appropriate indenture or supplemental indenture shall have been duly executed and delivered with respect to the Debt Securities being issued, and the Debt Securities have been duly executed, issued and delivered in accordance with the applicable indenture and the supplemental indenture relating thereto, and the Company has received the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board of Directors of the Company.

The Stock Purchase Contracts will be duly authorized and legally issued and will constitute the binding obligations of the Company in accordance with their terms when all other necessary corporate action has been taken to authorize and approve the execution and delivery of the stock purchase contracts and the purchase contract agreement, the stock purchase contracts have been duly executed, issued and delivered in accordance with the purchase contract agreement, and the Company shall have received the consideration therefor as contemplated by the Prospectus and Registration Statement and approved by the Board of Directors of the Company.

The Stock Purchase Units will be duly authorized and legally issued and will constitute the binding obligations of the Company in accordance with their terms when all other necessary corporate action has been taken to authorize and approve (i) the issuance and terms of the Stock Purchase Units, (ii) the execution and delivery of the purchase contract agreement and the Stock Purchase Contracts which are a component of the Stock Purchase Units, or (iii) the issuance and terms of the Debt Securities or the debt obligations of third parties, which may each be a component of the Stock Purchase Units, the terms of the offering thereof and related matters, and the Stock Purchase Units, the Stock Purchase Contracts, the Debt Securities, and debt obligations of third parties, as applicable, shall be duly executed, issued and delivered in accordance with the provisions of the applicable purchase contract agreement (in the case of the stock purchase contracts), applicable indenture (in the case of Debt Securities), or other

indenture (in the case of debt obligations of third parties), and in each case the payment of the consideration therefor shall have been received as contemplated by the Prospectus and Registration Statement and approved by the Board of Directors of the Company.

This opinion is based solely upon the current Federal laws of the United States of America and the laws of the State of Missouri. I express no opinion as to whether the laws of any other jurisdiction might affect any opinion herein whether because of the application in Missouri of the laws of such other jurisdiction or because of the application in such other jurisdiction of the laws of the State of Missouri.

I consent to the references to this opinion in the prospectus included as part of the Registration Statement under the caption “Legal Opinions,” and to the inclusion of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Mark C. Darrell