Exhibit 5.1
609 Main Street
Houston, TX 77002
United States
+1 713 836 3600
www.kirkland.com
September 27, 2024
Kodiak Gas Services,
Inc.
9950 Woodlock Forest Drive, Suite 1900
The Woodlands,
Texas 77380
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Re: |
Prospectus Supplement to Registration Statement on Form S-3ASR
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(Registration No. 333-280737)
We are issuing this opinion in our capacity as legal counsel to Kodiak Gas Services, Inc., a Delaware corporation (the Company),
in connection with the preparation of the prospectus supplement, dated September 27, 2024, filed with the Securities and Exchange Commission (the Commission), to the prospectus, dated July 9, 2024 (as supplemented by the
prospectus supplement, the Prospectus), that constitutes a part of the Companys Registration Statement on Form S-3ASR, filed with the Commission on July 10, 2024 (as such
registration statement is amended or supplemented, the Registration Statement) related to the registration for sale from time to time of up to 5,562,273 shares (the Shares) of common stock, par value $0.01 per share, by the
Selling Stockholders named therein. The Shares are issuable upon the redemption of common units representing limited liability company interests (the OpCo units) in Kodiak Gas Services, LLC, a Delaware limited liability company and a
subsidiary of the Company, together with the cancellation of an equal number of shares of our Series A preferred stock, par value $0.01 per share, of the Company.
In connection therewith, 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 purpose of this opinion, including (i) the corporate and organizational documents of the Company; (ii) minutes and records of the corporate proceedings of the
Company with respect to the issuance and sale of the Shares, (iii) the Registration Statement and (iv) the Prospectus.
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 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, the authority of such persons signing on behalf of the parties thereto
(other than the Company), and the due authorization, execution and delivery of all documents by the parties thereto (other than the Company). As to any facts material to the opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
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