Exhibit 5.1
| | | | | | |
| | ONE SHELL PLAZA | | AUSTIN | | LONDON |
| | 910 LOUISIANA | | BEIJING | | MOSCOW |
| | HOUSTON, TEXAS | | BRUSSELS | | NEW YORK |
| | 77002-4995 | | DALLAS | | PALO ALTO |
| | | | DUBAI | | RIYADH |
| | TEL +1 713.229.1234 | | HONG KONG | | SAN FRANCISCO |
| | FAX +1 713.229.1522 | | HOUSTON | | WASHINGTON |
| | BakerBotts.com | | | | |
August 16, 2018
001166.1547
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
In connection with the issuance by CenterPoint Energy, Inc., a Texas corporation (the “Company”), of 800,000 of its Series AFixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”), pursuant to (a) the Registration Statement on FormS-3 (RegistrationNo. 333-215833) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (b) the related prospectus of the Company dated January 31, 2017, as supplemented by the prospectus supplement of the Company relating to the sale of the Series A Preferred Stock dated August 15, 2018 (as so supplemented, the “Prospectus”), as filed by the Company with the Commission pursuant to Rule 424(b) under the Act, certain legal matters with respect to the Series A Preferred Stock are being passed upon for you by us. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form8-K to be filed with the Commission on the date hereof (the “Form8-K”).
The Series A Preferred Stock is to be issued and sold pursuant to the Underwriting Agreement dated August 15, 2018 (the “Underwriting Agreement”), by and among the Company and the several underwriters named in Schedule I thereto (the “Underwriters”).
In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Restated Articles of Incorporation of the Company and the Third Amended and Restated Bylaws of the Company (each as amended to date, the “Organizational Documents”); (ii) the Underwriting Agreement; (iii) the Registration Statement and the Prospectus; (iv) the form of Statement of Resolution relating to the Series A Preferred Stock to be filed with the Secretary of State of the State of Texas (the “Statement of Resolution”) and (v) corporate records of the Company, including certain resolutions of the board of directors of the Company and the pricing committee thereof, as furnished to us by you, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as we have deemed necessary or advisable for purposes of the opinion hereinafter expressed. In giving the opinion set forth below, we have relied, to the extent we deemed appropriate without independent investigation or verification, upon certificates, statements or other representations of officers or other authorized representatives of the Company and of governmental and public officials with respect to the accuracy of the factual matters contained in or covered by such certificates, statements or representations. In giving the opinion below, we have assumed that all signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic and complete, all documents submitted to us as certified or photostatic copies are true, correct and complete copies of the originals thereof and all information submitted to us was accurate and complete.
