Exhibit 5
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
February 4, 2000
Southwestern Electric Power Company
428 Travis Street
Shreveport, Louisiana 71156-0001
Re: Southwestern Electric Power Company
Senior Notes
Ladies and Gentlemen:
We are acting as special counsel for Southwestern Electric
Power Company, a Delaware corporation (the "Company"), in connection with the
proposed public offering from time to time of up to $250,000,000 aggregate
principal amount of the Company's Senior Notes (the "Senior Notes"), to be
issued in one or more series pursuant to a Senior Note Indenture (the "Senior
Note Indenture"), proposed to be entered into between the Company and The Bank
of New York, as amended by one or more Supplemental Indentures proposed to be
entered into in connection with the creation and issuance of each series of
Senior Notes (each, a "Supplemental Indenture"). In connection with the proposed
offering, the Company is filing a registration statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering the Senior Notes under the Securities Act of 1933, as
amended, for sale pursuant to one or more underwriting or similar agreements
(each, an "Underwriting Agreement").
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certificates of public
officials, certificates of officers and representatives of the Company and other
documents as we have deemed necessary as a basis for the opinions hereinafter
expressed. In our examination we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies. As to
various questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certifications by officers of
the Company and other appropriate persons and statements contained in the
Registration Statement.
Based on the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that when the
Senior Note Indenture is duly authorized, executed and delivered, and when the
Supplemental Indenture with respect to a series of Senior Notes has been duly
authorized, executed and delivered, and when the Senior Notes of such series
have been duly authorized, executed, authenticated and issued in accordance with
the terms of the Senior Note Indenture and the applicable Supplemental Indenture
and delivered against payment therefor in accordance with the terms of the
applicable Underwriting Agreement, the Senior Notes of such series will
constitute legal, valid and binding obligations of the Company, entitled to the
benefits of, and subject to the provisions of, the Senior Note Indenture and the
applicable Supplemental Indenture, except (a) as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors' rights, and (b) that such
enforceability may be limited by the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law),
including without limitation (i) the possible unavailability of specific
performance, injunctive relief or any other equitable remedies and (ii) concepts
of materiality, reasonableness, good faith and fair dealing.
We do not express any opinion as to matters governed by any
laws other than the laws of the State of New York and the Federal laws of the
United States of America.
We hereby consent to the reference to us under the heading
"Legal Opinions" in the Prospectus constituting a part of the Registration
Statement and to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
RBW/JMH