Exhibit 5.2
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July 7, 2022
Tampa Electric Company
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinion dated August 16, 2019, and included as Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No. 33-233336) (the “Registration Statement”) filed on August 16, 2019 by Tampa Electric Company (the “Company”), a Florida corporation, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). We are rendering this supplemental opinion in connection with the prospectus supplement (the “Prospectus Supplement”) filed on or about July 7, 2022 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of (i) $300,000,000.00 aggregate principal amount of 3.875% Notes due 2024 (the “2024 Notes”) and (ii) $300,000,000.00 aggregate principal amount of 5.00% Notes due 2052 (the “2052 Notes”, and together with the 2024 Notes, the “Notes”), which Notes are covered by the Registration Statement. The Notes will be issuable under an indenture dated as of July 1, 1998 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as heretofore amended and as supplemented by a Seventeenth Supplemental Indenture between the Company and the Trustee (together with the Base Indenture, the “Indenture”). We understand that the Notes are to be offered and sold in the manner described in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the Registration Statement and the Prospectus Supplement. We are familiar with the proceedings of the Board of Directors of the Company in connection with the authorization, issuance and sale of the Notes. We have examined such other documents as we consider necessary to render this opinion. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We have assumed the legal capacity of each natural person executing any documents or certificates referred to herein, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. This opinion speaks only as of its date, and we undertake no obligation to update it for any subsequent events or legal developments.
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