I, or attorneys under my supervision, have made legal and factual examinations and inquiries, including an examination of originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments of the Company as we have deemed necessary or advisable for purposes of this opinion letter. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. In addition, we have obtained and relied upon certificates and assurances from public officials that we have deemed necessary.
My opinions expressed below are subject to the qualification that I express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally; (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (iii) the validity or enforceability of any provisions contained in the Indenture that purports to waive or does not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law; and (iv) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
In rendering the opinions set forth below, I have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) each natural person signing any document reviewed by us had the legal capacity to do so; (iii) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity; and (iv) the Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement. As to any facts material to the opinions expressed herein which I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others.
Subject to the foregoing and the other qualifications set forth herein, it is my opinion that as of the date hereof:
1. With respect to Debt Securities to be issued pursuant to the Indentures, when the specific terms of a particular series of Debt Securities have been duly authorized and established in accordance with the relevant Indenture, and such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the relevant Indenture, against payment therefor or upon exchange in accordance with the applicable definitive distribution, purchase, underwriting or other similar agreement, such Debt Securities will constitute the valid and binding obligation of the Company.
2. With respect to the Equity Securities, that upon due authorization by all necessary corporate action of the Company, including in the case of the Preferred Stock, the adoption by the Company’s Board of Directors of any necessary certificates of determination, in the form and content as required by applicable law, and issuance and delivery of the Equity Securities in the manner contemplated by the Registration Statement, including the Prospectus Supplement relating to the applicable offering and in accordance with the applicable definitive distribution, purchase, underwriting or other similar agreement, and upon receipt of consideration provided for therein, the Equity Securities will be validly issued, fully paid and nonassessable.
In connection with the opinions expressed above, I have further assumed that, at or prior to the time of delivery of any such Securities, (i) the Company’s Board of Directors shall have duly authorized the issuance and sale of such Securities in accordance with applicable law, and such authorization shall not have been modified or rescinded; (ii) the Indentures shall have been duly authorized, executed and delivered by the applicable Trustee and shall have been qualified under the Trust Indenture Act of 1939, as amended; and (iii) there will not have occurred any change in law affecting the validity or enforceability of such Securities.
I consent to the Company filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to my name in the Registration Statement under the caption “Validity of the Securities.” In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act and regulations of the Securities and Exchange Commission issued thereunder.
|
Very truly yours, |
|
/s/ Michael A. Henry |
Michael A. Henry |
Assistant General Counsel |
Edison International |