Exhibit 5(a)
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
April 11, 1997
Central Power and Light Company
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CPL Capital I
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CPL Capital II
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
Re: Amendment No. 1 to Registration Statement on
Form S-3 of Central
Power and Light Company
Ladies and Gentlemen:
We are acting as special counsel to Central Power and Light
Company, a Texas corporation (the "Company"), in connection with
the proposed issuance and sale by the Company from time to time
of up to $150 million aggregate principal amount of the Company's
Junior Subordinated Debentures (the "Debentures"), to be issued in
one or more series pursuant to an indenture between the Company
and The Bank of New York, as Trustee (the "Indenture"), and the
proposed public offering by CPL Capital I and CPL Capital II,
each a business trust created under the laws of the State of
Delaware (collectively, the "Issuer Trusts"), from time to time
in one or more series, of an amount not to exceed $150 million of
preferred securities, representing preferred undivided beneficial
interests in the assets of such Issuer Trusts (the "Preferred
Securities"), all as contemplated by the Registration Statement
on Form S-3, including Amendment No. 1 thereto (the "Registration Statement"),
filed by the Company and the Issuer Trusts with the Securities and Exchange
Commission (the "Commission") for the registration of the
Debentures and Preferred Securities under the Securities Act of
1933, as amended (the "Act") and their sale pursuant to one or
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more underwriting agreements filed as an exhibit to the Registration
Statement (each, an "Underwriting Agreement"). Capitalized terms used herein and
not otherwise defined have the meanings ascribed to them in the Registration
Statement.
As described in the Registration Statement, the Company may issue the
Debentures to (a) the public or institutional investors or (b) the Issuer Trusts
in connection with the issuance of Preferred Securities. If Preferred Securities
are issued by the Issuer Trusts, the proceeds therefrom, together with the
capital contribution of the Company, as owner of the common securities of each
Issuer Trust, will be used to purchase Debentures. The Company will guarantee
pursuant to a Guarantee Agreement between the Company and the Bank of New York
as trustee, the payment by each Issuer Trust of distributions that are required
to be made from time to time with respect to the Preferred Securities and of
amounts due upon liquidation of each Issuer Trust or the redemption of the
Preferred Securities (the "Guarantee," or when referred to collectively, the
"Guarantees"), all to the extent such Issuer Trust has funds available therefor
as set forth in the Guarantees. The Preferred Securities are to be issued by
each Issuer Trust pursuant to a Trust Agreement, each as amended and restated.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company and the
Issuer Trusts, certificates of public officials, certificates of
officers and representatives of the Company and the Issuer Trusts
and other documents, as we have deemed it necessary to require 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 we deem relevant, we are of the opinion that when
the Indenture has been duly authorized, executed and delivered by
the Company and duly executed and delivered by The Bank of New
York, as Trustee, when the supplemental indenture with respect to
a series of Debentures has been duly authorized, executed and
delivered, when the Guarantee Agreement relating to the Guarantee
with respect to a series of Preferred Securities has been duly
authorized, executed and delivered, when the Amended and Restated
Trust Agreement of the Issuer Trust issuing the Preferred
Securities has been duly authorized, executed and delivered, and
when the Debentures and Preferred Securities of such series have
been duly authorized, executed, and, in the case of the
Debentures, authenticated, and issued in accordance with the
terms of the Indenture and the applicable supplemental indenture
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and delivered against payment therefor in accordance with the
terms of the applicable Underwriting Agreement, the Debentures of
such series and the Guarantee relating to such series of Preferred
Securities of such Issuer Trust, will constitute legal, valid and
binding obligations of the Company, entitled to the benefits of,
and subject to the provisions of, the Indenture and the
applicable supplemental indenture, and the Guarantee Agreement,
except (i) as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws of general
applicability affecting the enforcement of creditors' rights and
(ii) that such enforceability may be limited by the application
of general principals of equity (regardless of whether considered
in a proceeding in equity or at law), including without
limitation (x) the possible unavailability of specific
performance, injunctive relief or any other equitable remedies
and (y) 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 Federal laws of the United States and the
laws of the State of New York, and we are expressing no opinion
as to the effects of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as
Exhibit 5(a) to the Registration Statement and further consent to
the use of our name in the Registration Statement, and any
amendment thereto, and in the preliminary Prospectus and the
preliminary Prospectus Supplement constituting a part thereof.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & McCLOY
RBW/DBB