Exhibit 5.3
Michael Lepchitz
February 2, 2006
901 Marquette Avenue, Suite 2300
Minneapolis, MN 55402
We are issuing this opinion letter in our capacity as special Virginia counsel to Chickahominy River Energy Corp., a Virginia corporation (the “Guarantor”), in connection with the Guarantor’s proposed guarantee, along with the other guarantors under the Indenture (as defined below), of $1,200,000,000 in aggregate principal amount of 7.25% Senior Notes due 2014, (the “2014 Notes”) and $2,400,000,000 aggregate principal amount of 7.375% Senior Notes due 2016 (the “2016 Notes” and together with the 2014 Notes, the “Notes”). The Notes are to be issued by NRG Energy, Inc., a Delaware corporation (the “Issuer”), in connection with an offering pursuant to a Registration Statement on Form S-3 (such Registration Statement, as supplemented or amended, is hereinafter referred to as the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2005, under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are to be issued pursuant to the Base Indenture the (“Indenture”), dated as of December 21, 2005, among the Issuer and The Law Debenture Trust Company of New York, as Trustee (the “Trustee”), as supplemented by the First Supplemental Indenture relating to the 2014 notes, dated as of February 2, 2006 (the “First Supplemental Indenture”), among the Issuer, the guarantors set forth therein and the Trustee, and the Second Supplemental Indenture relating to the 2016 Notes, dated as of February 2, 2006 (the “Second Supplemental Indenture”), among the Issuer, the guarantors set forth therein and the Trustee. Pursuant to the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the Guarantor, along with other guarantors, will guarantee the obligations of the Issuer under the Exchange Notes.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, corporate records and other instruments: (i) the articles of incorporation and by-laws of the Guarantor, (ii) a certificate of good standing issued by the Virginia State Corporation Commission as to the Guarantor on January 27, 2006, (iii) a written consent of the board of directors of the Guarantor with respect to the execution and delivery of the Indenture, the First Supplemental Indenture and the Second Supplemental
result in a breach or default under (or an event that, with notice or the passage of time or both, would constitute a default under) or result in the creation of a lien or encumbrance under or violation of any of, (i) the articles of incorporation, bylaws or other organizational documents of the Guarantor or (ii) any statute or governmental rule or regulation of the Commonwealth of Virginia or any political subdivision thereof.
5. No consent, waiver, approval, authorization or order of any court or governmental authority of the Commonwealth of Virginia or any political subdivision thereof is required for the guarantee by the Guarantor of the obligations of the Issuer under the Notes pursuant to the provisions of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, as amended.
This opinion is limited to the specific issues addressed herein, and no opinion is implied or may be inferred beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion if the present laws of the Commonwealth of Virginia are changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing by the Issuer of a Current Report on form 8-K (the “Form 8-K”) which will be incorporated by reference into the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.3 to Form 8-K. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Sincerely Yours, | |
WILLIAMS MULLEN |
By | /s/ MICHAEL LEPCHITZ |
A Shareholder |