Exhibit 5(a) | ||
Squire, Sanders & Dempsey L.L.P. | ||
September 19, 2006 | ||
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Ladies and Gentlemen: | ||
As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"), and FPL Group Capital Inc, a Florida corporation ("FPL Group Capital"), we have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-137120, 333-137120-01, 333-137120-02, 333-137120-03, 333-137120-04, 333-137120-05, 333-137120-06, 333-137120-07 and 333-137120-08 (the "Registration Statement"), which registration statement was filed jointly by FPL Group, FPL Group Capital, Florida Power & Light Company, FPL Group Capital Trust II, FPL Group Capital Trust III, FPL Group Trust I, FPL Group Trust II, Florida Power & Light Company Trust I and Florida Power & Light Company Trust II with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"); and became effective upon filing on September 5, 2006; (2) the prospectus dated September 5, 2006 forming a part of the Registration Statement, as supplemented by (i) a pros pectus supplement dated September 12, 2006 relating to $350,000,000 aggregate principal amount of Series A Enhanced Junior Subordinated Debentures due 2066 ("Series A Junior Subordinated Debentures"), and (ii) a prospectus supplement dated September 13, 2006 relating to $350,000,000 aggregate principal amount of Series B Enhanced Junior Subordinated Debentures due 2066 (together with the Series A Junior Subordinated Debentures, the "Subordinated Debentures"), each series of the Subordinated Debentures issued under the Indenture (For Unsecured Subordinated Debt Securities), dated as of September 1, 2006 (the "Subordinated Indenture"), from FPL Group Capital, as issuer, and FPL Group, as guarantor, to The Bank of New York, as subordinated trustee (the "Subordinated Trustee"), which Subordinated Debentures are fully and unconditionally guaranteed (the "Subordinated Guarantee") by FPL Group pursuant to and in accordance with the terms of the guarantee of FPL Group contained in the Subordinated Indenture, each of such prospectus and prospectus supplements filed pursuant to Rule 424(b) under the Securities Act; (3) the Subordinated Indenture; (4) the corporate proceedings of FPL Group Capital with respect to the Registration Statement, the Subordinated Indenture and the Subordinated Debentures; (5) the corporate proceedings of FPL Group with respect to the Registration Statement and the Subordinated Guarantee included in the Subordinated Indenture; and (6) such other corporate records, certificates and other documents (including a receipt executed on behalf of FPL Group Capital acknowledging receipt of the purchase price for the Subordinated Debentures) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. | ||
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Very truly yours, | ||
/s/ Squire, Sanders & Dempsey L.L.P. | ||
SQUIRE, SANDERS & DEMPSEY L.L.P. |