Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 31
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33Exhibit 5.1
King & Spalding LLP
1100 Louisiana, Suite 4000
Houston, TX 77002-5213
Tel: +1 713 751 3200
Fax: +1 713 751 3290
August 30, 2017
NextDecade Corporation
3 Waterway Square Place, Suite 400
The Woodlands, Texas 77380
Ladies and Gentlemen:
We have acted as counsel to NextDecade Corporation, a Delaware corporation (the “Company”), in connection with the preparation of the
Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”). The Registration Statement relates to the registration of 142,279,057 shares (the “Shares”) of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), by the selling stockholders named in the Registration Statement.
In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our
judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the
genuineness of signatures on all documents submitted to us as originals and the conformity to 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, without independent verification, upon statements and representations of
representatives of the Company and public officials.
The opinions expressed herein are limited in all respects to the General Corporation Law of the State of Delaware, and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is
limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to all of the assumptions, limitations and qualifications set forth herein, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered for the benefit of the
Company in connection with the matters addressed herein.
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