LOGO    Exibit 5.1

February 10, 2017

Tellurian Inc.

1201 Louisiana Street, Suite 3100

Houston, Texas 77002

 

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Tellurian Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Act”), of the resale of (i) 409,800 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) by the selling stockholder, Petrie Partners Securities, LLC (“Petrie”) and (ii) 90,350 shares of Common Stock by the former owners of Nautilus Technical Group, LLC and Eastern Rider LLC (collectively, “Nautilus-Eastern”). The shares of Common Stock registered by the Registration Statement (the “Shares”) were issued by the Company to each of Petrie and Nautilus-Eastern on February 10, 2017.

In connection therewith, we have examined, and relied upon the accuracy of factual matters contained in, the Registration Statement, and originals and copies, certified or otherwise identified to our satisfaction, of such other agreements, documents, corporate records, and instruments as we have deemed necessary for the purposes of the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies, and the genuineness of all signatures.

Based upon the foregoing, we are of the opinion that the Shares have been legally issued, fully paid, and are nonassessable.

This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. This opinion is limited to the Federal law of the United States of America and to the laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the SEC thereunder.

Very truly yours,

 

/s/ Davis Graham & Stubbs LLP

DAVIS GRAHAM & STUBBS LLP

 

 

Davis Graham & Stubbs LLP      1550 17th Street, Suite 500      Denver, CO 80202      303.892.9400      fax 303.893.1379      dgslaw.com