EX-5.01 2 dex501.htm OPINION OF KUTAK ROCK LLP Opinion of Kutak Rock LLP

Exhibit 5.01

 

   

KUTAK ROCK LLP

 

SUITE 3100

1801 CALIFORNIA STREET

 

DENVER, COLORADO 80202-2626

 

303-297-2400

FACSIMILE 303-292-7799

 

www.kutakrock.com

     

ATLANTA

CHICAGO

DES MOINES

FAYETTEVILLE

IRVINE

KANSAS CITY

LITTLE ROCK

LOS ANGELES

OKLAHOMA CITY

OMAHA

PASADENA

RICHMOND

SCOTTSDALE

WASHINGTON

WICHITA

July 27, 2007

Brooke Corporation

10950 Grandview Drive

Suite 600

Overland Park, Kansas 66210

 

  Re: Brooke Corporation Shares of Common Stock

Ladies and Gentlemen:

We have acted as special counsel to Brooke Corporation (the “Company”), a Kansas corporation, in connection with the filing of a registration statement to which this opinion is filed as an exhibit on Form S-3, under the Securities Act of 1933, as amended (the “Act”). The registration statement covers 2,250,000 shares of the Company’s common stock, $0.01 par value per share (collectively, the “Shares”), 750,000 of which are issuable upon the exercise of warrants (the “Warrant Shares”) under a warrant agreement (the “Warrant Agreement”). The Shares may be sold from time to time by the selling stockholders identified in the Company’s registration statement. The registration statement on Form S-3 on file with the Securities and Exchange Commission (the “Commission”) at the time such registration statement becomes effective (including financial statements and schedules, exhibits and all other documents filed as a part thereof or incorporated therein) is herein referred to as the “Registration Statement.”

In connection with this opinion, we have made such investigations and examined such records, including a copy of the Company’s Amendment and Restatement to the Articles of Incorporation and any amendments thereto (the “Articles”), and the Certificate of Amendment to and Restatement of the Bylaws, in each case certified to us on the date hereof as being complete, accurate, and in effect, a certificate dated a recent date from the Secretary of State of the State of Kansas as to the existence of the Company, a certificate from the Company relating to capitalization, an executed copy of the Registration Statement duly executed by the directors of the Company, and such corporate minutes and resolutions as we have deemed necessary for the purposes of rendering this opinion letter.

We have also examined and are familiar with the originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the preparation of this opinion. In expressing this opinion, we have relied, as to any questions of fact upon which our opinion is predicated, upon representations and certificates of the officers of the Company.


KUTAK ROCK LLP

Brooke Corporation

July 27, 2007

Page 2

 

In giving this opinion letter we have assumed:

(a) the genuineness of all signatures and the authenticity and completeness of all documents submitted to us as originals;

(b) the conformity to originals and the authenticity of all documents supplied to us as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents; and

(c) the proper, genuine and due execution and delivery of all documents by all parties to them and that there has been no breach of the terms thereof.

Based upon the foregoing and subject to the qualifications set forth above, and assuming (i) that the Registration Statement has become effective under the Act, (ii) that all required actions are taken and conditions satisfied with respect to the issuance of the Company’s Shares as specified in the Registration Statement, the Warrant Agreement, and the Articles, and (iii) adequate consideration is received for the Warrant Shares upon the exercise of the warrants relating thereto as provided in the Warrant Agreement, we are of the opinion that, when issued, the Shares will be legally issued, fully paid and non-assessable.

In giving the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the State of Kansas and the federal laws of the United States of America.

This opinion letter has been prepared for your use in connection with the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter.

We consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission promulgated pursuant thereto.

 

Very truly yours,

/s/ Kutak Rock LLP