Exhibit 5.1
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, 2024
Infinity Natural Resources, Inc.
2605 Cranberry Square
Morgantown, WV 26508
Ladies and Gentlemen:
We are acting as special counsel to Infinity Natural Resources, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission (the “Commission”) on October 4, 2024, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”), relating to the proposed registration by the Company of up to shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”), including shares of Class A Common Stock to cover the underwriters’ option to purchase additional shares, if any. The shares of Class A Common Stock to be sold by the Company identified in the Registration Statement are referred to herein as the “Shares,” and the issuance of the Shares is referred to herein as the “Issuance.”
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of Incorporation of the Company in the form filed as Exhibit 3.3 to the Registration Statement and to be filed with the Secretary of State of the State of Delaware at the closing of the initial public offering; (ii) the Amended and Restated Bylaws of the Company in the form filed as Exhibit 3.4 to the Registration Statement; (iii) the form of Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”); (iv) resolutions of the board of directors of the Company with respect to the Issuance and (v) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered and the due authorization,
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