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Northern States Power Company
May 26, 2020
Page 2
no opinion as to the enforceability or effect of any provision in the Bonds that (i) authorizes one party to act asattorney-in-fact for another party, (ii) provides for the waiver of legal or equitable defenses or other procedural, judicial, or substantive rights, or (iii) unreasonably restricts the ability of the Company to transfer any property.
The foregoing opinions assume that (a) the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture enforceable against it, (b) the Trustee and the holders of the Bonds issued under the Indenture have complied with all legal requirements pertaining to their status as such status relates to their rights to enforce the Indenture and the Bonds against the Company, (c) the Company has obtained all consents and approvals required to enable it to execute, deliver, and perform its obligations under, and consummate the transactions contemplated by, the Indenture and the Bonds, and such execution, delivery, performance, and consummation do not, and at all relevant times will not, violate or conflict with any law, rule, regulation, order, decree, judgment, instrument, or agreement binding upon the Company or its properties, (d) each party to the Indenture and the Bonds, including but not limited to the Company, is duly organized and validly existing under the laws of the jurisdiction of its organization (and, in the case of the Company, is duly organized and validly existing under the laws of the State of Wisconsin), has duly authorized, executed, delivered, and accepted the Indenture and the Bonds, and has the power and authority under its constituent documents and under applicable corporate, regulatory, and other state and federal laws to enter into, deliver, and perform its obligations under the Indenture and the Bonds and to consummate the transactions effected thereby, and (e) the Bonds will be issued upon receipt by the Company of the consideration therefor specified in the Underwriting Agreement (and such consideration is adequate for the Company’s execution and delivery of the Bonds), and the Bonds will be accepted by the holders thereof.
We have relied as to certain relevant factual matters upon certificates of and/or verifications provided by public officials and certificates of and/or information provided by officers and employees of the Company as to the accuracy of such factual matters, and the representations, warranties, certifications, and statements of fact by the Company in the Indenture and the Underwriting Agreement, in each case without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions: (a) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transactions in question and carry out their roles therein, (b) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, all signatures on each such document are genuine, and the documents executed and delivered by the parties are in substantially the same form as the forms of those documents that we have reviewed in rendering this opinion, (c) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of any instrument or agreement relevant hereto, and there has been no waiver of any of the provisions of the Indenture or the Bonds by conduct of the parties or otherwise, and (d) the constitutionality or validity of a relevant statute, rule, regulation, or