Exhibit 5.01
[GableGotwals Letterhead]
April 1, 2026
Oklahoma Gas and Electric Company
321 N. Harvey
Oklahoma City, Oklahoma 73101
Re: OG&E’s Public Offering of 5.90% Senior Notes, Series due April 1, 2056
Ladies and Gentlemen:
We have acted as special Oklahoma counsel to Oklahoma Gas and Electric Company, an Oklahoma corporation (the “Company”), in connection with the issuance and sale by the Company of $350,000,000 aggregate principal amount of its 5.90% Senior Notes, Series due April 1, 2056 (the “Senior Notes”), issued pursuant to the Prospectus Supplement, dated March 23, 2026 (the “Prospectus Supplement”) and filed with the United States Securities and Exchange Commission (the “SEC”) on March 24, 2026, and the Prospectus dated May 2, 2024, filed as part of the shelf registration statement (File No. 333-279061-01) that automatically became effective under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), when filed with the SEC on May 2, 2024 (the “Registration Statement”).
The Senior Notes were issued under the Indenture dated as of October 1, 1995 (the “Base Indenture”) between the Company and BOKF, NA, as successor trustee (the “Trustee”), as supplemented 26 times, most recently by the Supplemental Indenture No. 26 thereto dated as of April 1, 2026 (the Base Indenture, as so supplemented, the “Indenture”), and will be sold to the underwriters (the “Underwriters”) under the Underwriting Agreement dated March 23, 2026 (the “Underwriting Agreement”) among the Company and Barclays Capital Inc., BofA Securities, Inc., PNC Capital Markets LLC and Scotia Capital (USA) Inc., as representatives of the Underwriters.
In rendering this opinion, we have examined and relied on the Registration Statement, the Indenture, the form of the Senior Notes and such corporate records and other documents, and we have reviewed such matters of law, as we have deemed necessary or appropriate. We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In rendering this opinion, we have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with your consent, assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) each natural person signing any document reviewed by us had the legal capacity to do so, (d) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity, (e) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed, (f) that all Senior Notes will be issued and sold in compliance with applicable federal and state securities laws, including applicable provisions of “blue sky” laws, and in the manner stated in the Registration Statement and the Prospectus Supplement, (g) each of the Senior Notes have been or will be duly authenticated and delivered by the Trustee against payment therefore in accordance with the provisions of the Transaction Documents (as defined below), and (h) the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinion rendered herein.
We have also assumed that the execution, delivery and performance of the Underwriting Agreement, Indenture and the Senior Notes (collectively, the “Transaction Documents”) will not (a) violate, conflict with or result in a breach of, or require any consent under, the charters, bylaws or equivalent organizational documents of any party to such documents or the laws of the jurisdictions of organization or other applicable laws with respect to such parties, (b) violate any requirement or restriction imposed by any order, writ, judgment, injunction, decree, determination or award of any court or governmental body having jurisdiction over any party to such documents or any of their respective assets or (c) constitute a breach or violation of any agreement or instrument that is binding on any party to the Transaction Documents. We have also assumed that each party to the Transaction Documents other than the Company (in the case of parties that are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such party (other than, with respect to the Senior Notes, the Company) has the legal capacity, power and authority (corporate or otherwise) to enter into, deliver and perform its obligations thereunder and that each of the Transaction Documents (other than, with respect to the Company, the Senior Notes) constitutes the valid and legally binding obligation of all such parties, enforceable against them in accordance