Exhibit 5.1
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August 13, 2019
001166.1559
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 (i) $500,000,000 aggregate principal amount of the Company’s 2.50% Senior Notes due 2024 (the “2024 Notes”), (ii) $400,000,000 aggregate principal amount of the Company’s 2.95% Senior Notes due 2030 (the “2030 Notes”) and (iii) $300,000,000 aggregate principal amount of the Company’s 3.70% Senior Notes due 2049 (the “2049 Notes” and, together with the 2024 Notes and the 2030 Notes, the “Notes”), pursuant to (a) Post-Effective Amendment No. 1 to the Registration Statement of the Company 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”), on September 24, 2018, and (b) the related prospectus of the Company dated September 24, 2018, as supplemented by the prospectus supplement of the Company relating to the sale of the Notes dated August 12, 2019 (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 Notes 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 Notes are to be issued pursuant to the Indenture, dated as of May 19, 2003, between the Company and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank)), as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 11 thereto, to be dated as of August 14, 2019 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
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, dated August 12, 2019 (the “Underwriting Agreement”), by and among the Company and the Underwriters named in Schedule I thereto (the “Underwriters”), relating to the issuance and sale of the Notes; (iii) the Registration Statement and the Prospectus; (iv) the Base Indenture and the form of Supplemental Indenture as filed as exhibits to the Form8-K; and (v) corporate records of the Company, including certain resolutions of the board of directors of the Company, 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 opinions hereinafter expressed. In giving