EX-5.1 3 j9055001ex5-1.txt OPINION 1 EXHIBIT 5.1 October 3, 2001 Equitable Resources, Inc. One Oxford Centre, Suite 3300 301 Grant Street Pittsburgh, PA 15219 Gentlemen: I am the Vice President, General Counsel and Secretary to Equitable Resources, Inc., a Pennsylvania corporation (the "Company"), and I have acted in such capacity in connection with the Registration Statement on Form S-8 being filed with the Securities and Exchange Commission (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended, 5,000,000 shares of Common Stock, no par value, which may be issued upon the exercise of stock options and other stock awards under the 1999 Equitable Resources, Inc. Long-Term Incentive Plan (the "Plan"). In such connection, I have examined the originals, or copies thereof identified to my satisfaction, of such corporate records of the Company and such other documents, records, opinions and papers as I have deemed necessary or appropriate in order to give the opinions hereinafter set forth. I understand that, prior to any sale or distribution of Common Stock under the Plan the Registration Statement will have become effective under the Securities Act of 1933 and the Pennsylvania Public Utility Commission shall have issued an order approving the Company's issuance of Common Stock under the Plan. Based on the foregoing, I advise you that in my opinion: 1. The Company has been duly organized and is a validly existing corporation under the laws of the Commonwealth of Pennsylvania; 2. The 5,000,000 shares of Common Stock which are being registered and which have been authorized for issuance in accordance with the Plan, are, or will be, when sold in accordance with the provisions of the Plan, legally issued, fully paid and non-assessable. I hereby consent to the filing of my opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Johanna G. O'Loughlin Johanna G. O'Loughlin Vice President, General Counsel and Secretary