Exhibit 5.1
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May 12, 2021
001166.1578
CenterPoint Energy, Inc.
1111 Louisiana Street
Houston, Texas 77002
Ladies and Gentlemen:
In connection with the issuance by CenterPoint Energy, Inc., a Texas corporation (the “Company”), of (i) $700,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due 2024 (the “Floating Rate Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 1.45% Senior Notes due 2026 (the “2026 Notes”) and (iii) $500,000,000 aggregate principal amount of the Company’s 2.65% Senior Notes due 2031 (the “2031 Notes” and together with the Floating Rate Notes and the 2026 Notes, the “Notes”), pursuant to (a) the Registration Statement on Form S-3 (Registration Nos. 333-238617, 333-238617-01 and 333-238617-02) (the “Registration Statement”), which was filed by the Company, CenterPoint Energy Resources Corp. and CenterPoint Energy Houston Electric, LLC with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 22, 2020, and (b) the related prospectus of the Company dated May 22, 2020, as supplemented by the prospectus supplement of the Company relating to the sale of the Notes dated May 11, 2021 (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 Form 8-K to be filed with the Commission on the date hereof (the “Form 8-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, N.A. (successor to JPMorgan Chase Bank, National Association (formerly Chase Bank of Texas, National Association)), as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 12 thereto with respect to the Floating Rate Notes, to be dated as of May 13, 2021 (the “Floating Rate Supplemental Indenture”) and Supplemental Indenture No. 13 thereto with respect to the 2026 Notes and the 2031 Notes, to be dated as of May 13, 2021 (the “Fixed Rate Supplemental Indenture” and, together with the Floating Rate Supplemental Indenture and 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 May 11, 2021 (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 forms of Supplemental Indenture as filed as exhibits to the Form 8-K;