Exhibit 5.1
OPINION OF COUNSEL OF THE COMPANY
November 28, 2023
Southwest Gas Holdings, Inc.
8360 South Durango Drive
Las Vegas, NV 89113
Ladies and Gentlemen:
As counsel for Southwest Gas Holdings,
Inc. (the Company), I have examined the prospectus supplement dated November 28, 2023 and the accompanying base prospectus dated November 27, 2023 (such documents, collectively, the Prospectus) that form a part of
the Companys effective registration statement on Form S-3 (File No. 333-275774) (the Registration Statement), in connection with the registration under the Securities Act of 1933, as
amended, of 787,695 shares of the Companys $1 par value Common Stock (the Stock) pursuant to the provisions of the Companys Dividend Reinvestment and Direct Stock Purchase Plan. I also have examined the steps taken by the
Company and its board of directors (the Board) in connection with the authorization and proposed issuance and sale of the Stock, and I am familiar with resolutions adopted by the Board. As to questions of fact material to this opinion, I
have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, I have assumed without verification the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to all originals of all documents submitted to me as copies, and the authenticity of the originals of such copies.
Based on the foregoing, subject to the qualifications, assumptions and limitations stated herein, and upon such other matters as I deem relevant in the
circumstances, it is my opinion that subject to the actions authorized by the Board, the Stock, upon issuance and sale thereof in the manner specified in the Prospectus and Registration Statement, will be duly authorized, legally and validly issued,
fully paid, and non-assessable outstanding Stock of the Company. The foregoing opinion is limited to the law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement and the Prospectus, and I further consent to the use of my name under the caption Interests of Named Counsel in the Registration
Statement and the Prospectus which forms a part thereof. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
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Respectfully submitted, |
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/s/ Thomas E. Moran |
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Thomas E. Moran |
Vice President, General Counsel/Corporate Secretary |