Exhibit 5.2
4000 One Williams Center
Tulsa, Oklahoma 74172
918.586.5711 Phone
918.586.8982 Fax
www.cwlaw.com
May 11, 2009
Steven J. Helmers, Esq.
General Counsel
Black Hills Corporation
625 Ninth Street
Rapid City, South Dakota 57701
Re: Black Hills Corporation
Registration Statement on Form S-3, as amended
File No. 333-150669 (the “Registration Statement”)
Dear Mr. Helmers:
You are acting as counsel for Black Hills Corporation, a South Dakota corporation (the “Company”), in connection with the preparation and filing of the Registration Statement and with respect to the issuance and sale by the Company of $250 million aggregate principal amount of 9% Notes due 2014 (the “Securities”) offered pursuant to that certain Prospectus Supplement dated May 11, 2009 (the “Prospectus Supplement”) and the accompanying Prospectus dated May 6, 2008. The Securities are to be issued under an Indenture, dated as of May 21, 2003, by and between the Company and Wells Fargo Bank, National Association, as successor Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of May 21, 2003, between the Company and the Trustee, and a Second Supplemental Indenture dated as of May 14, 2009, between the Company and the Trustee (collectively, the “Indenture”).
As such counsel, you are furnishing an opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Act”). In connection with such opinion, you have asked us to opine with respect to certain matters governed by New York law.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s restated articles of incorporation and amended and restated bylaws dated January 30, 2009, (ii) the Registration Statement, and (iii) the Indenture. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents or documents to be executed, we have assumed that the parties thereto, including the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, and, as to parties other than the Company, the validity and binding effect on such parties. We have also assumed that the Company has been duly organized and is validly existing in good standing under the laws of the State of South Dakota and that the Company has complied with all aspects of applicable laws of jurisdictions other than the United States of America and the State of New York
Steven J. Helmers, Esq.
May 11, 2009
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in connection with the transactions contemplated by the Indenture and the Registration Statement. We have also assumed that the choice of New York law to govern the Indenture is a valid and legal provision.
Our opinions set forth herein are limited to the laws of the State of New York that are normally applicable to transactions of the type contemplated by the Prospectus Supplement and to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non opined law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Securities, when duly executed, delivered and paid for in accordance with the terms of that certain Underwriting Agreement dated May 11, 2009 (the “Underwriting Agreement”) by and among the Company and the Representatives (as defined in the Underwriting Agreement), will be legally issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinion set forth above is subject to the following qualifications, further assumptions and limitations:
(a) the enforcement of any agreements or instruments may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); and
(b) we have assumed that the execution and delivery by the Company of the Indenture and the performance by the Company of its obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company or its properties is subject.
We understand that in relying on this opinion you may attach this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Opinions” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, |
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| CONNER & WINTERS, LLP |
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| /s/ Conner & Winters, LLP |
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