Exhibit No. 5.1
Boulanger, Hicks & Churchill, P.C.
135 East 57th Street
10th Floor
New York, New York 10022
(212) 838-5600
December 22, 1995
Citizens Utilities Company
Citizens Utilities Trust
Citizens Utilities Capital L.P.
c/o Citizens Utilities Company
High Ridge Park
Stamford, Connecticut 06905
Re: Citizens Utilities Company
Citizens Utilities Capital L.P.
Citizens Utilities Trust
Registration Statement on Form S-3
(Registration Nos. 33-63615-00,
33-63615-01 and 33-63615-02)
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Gentlemen:
We are acting as special counsel to Citizens Utilities Company, a Delaware
corporation (the "Company" or "Citizens"), in connection with the preparation
of the above Registration Statement filed with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933 (the "Act"), of
up to $201,250,000 Convertible Preferred Securities ("Convertible Preferred
Securities") of Citizens Utilities Trust (the "Trust"), Partnership Preferred
Securities ("Partnership Preferred Securities") of Citizens Utilities Capital
L.P., ("Citizens Capital"), Convertible Subordinated Debentures ("Convertible
Debentures") of Citizens, Common Stock of Citizens ("Common Stock") to be
issued upon conversion of the Convertible Debentures ("Conversion Common
Stock"), Common Stock of Citizens to be issued in payment of dividend or
distribution requirements ("Distribution Common Stock"), the Guarantee by
Citizens with respect to Convertible Preferred Securities ("Trust
Guarantee"), and the Guarantee by Citizens with respect to Partnership
Preferred Securities ("Partnership Guarantee") to be issued and sold from
time to time under the Act. The Conversion Common Stock, Distribution Common
Stock, Trust Guarantee, Partnership Guarantee and Convertible Debentures are
herein referred to as the "Citizens Securities". The Convertible Preferred
Securities, Partnership Preferred Securities, Limited Partnership Agreement
of Citizens Capital, Declaration of Trust of the Trust, Convertible
Debentures, Trust Guarantee and Partnership Guarantee, taken as a whole,
constitute a full and unconditional guarantee of amounts due under the
Convertible Preferred Securities, and the opinions of our firm and of
Skadden, Arps, Slate, Meagher & Flom as to the components of such full and
unconditional guarantee constitute an opinion as to such guarantee. With
respect to matters relating to the Convertible Preferred Securities,
Partnership Preferred Securities, Declaration of Trust of the Trust and
Limited Partnership Agreement of the Partnership we are relying on the
opinion of even date of Skadden, Arps, Slate, Meagher & Flom being filed as
Exhibit 5.2 to the Registration Statement which covers the Trust, the Trust
Securities, the Partnership and the Partnership Preferred Securities.
In this connection, we have examined the registration statement on Form S-3
(the "Registration Statement") filed on October 23, 1995 and Amendment No.
1 thereto filed on November 30, 1995 under the Act, including the prospectus
which is a part thereof, the exhibits filed therewith and such other
documents as we have considered necessary for the purposes of this opinion.
Based upon such examination and subject to the foregoing and other
qualifications and limitations expressed herein. In our examination, we have
assumed the legal capacity of all natural persons, the genuiness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
copies. In addition, we have assumed that the Underwriting
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Agreement, Indenture and Guaranties as executed will be in the form reviewed by
us as of the date hereof. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied
upon oral or written statements and representations of officers, trustees and
other representatives of the Company, the Trust, the Partnership and others.
We hereby advise you that:
(1) We are of the opinion that the Company is a corporation validly
organized and duly existing under the laws of the State of Delaware. We are
further of the opinion that, if and when an offering of Company Securities
shall be made from time to time in accordance with the Registration
Statement, as amended and supplemented from time to time, and when the steps
enumerated in Paragraph (2) hereof shall have been taken and the conditions
satisfied as of the date of issuance, the Company Securities (other than the
Distribution Common Stock as to which we are opining separately) will, when
sold, be, (a) if such securities are shares, legally issued, fully paid and
non-assessable shares of Common Stock, and, (b) if such securities are debt
securities, validly issued and binding obligations of the Company.
(2) The steps which are referred to in the foregoing Paragraph (1)
hereof are:
(a) It shall be determined that the Arizona Corporation Commission
shall be without jurisdiction, or shall have declined to exercise
jurisdiction, over the issuance of the Company Securities or the
Arizona Corporation Commission shall have issued an appropriate
order approving and authorizing the issuance of the Company
Securities and such order shall be in full force and effect; and the
order of the Arizona Corporation Commission waiving jurisdiction
over the affiliated transactions aspects of the
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issuance of the Company Securities and related matters shall be in
full force and effect; (which order has been issued as of the date
hereof);
(b) The exemption of the Company Securities from the jurisdiction
of the Colorado Public Utilities Commission shall be available to
the Company at the time of the issuance and sale of any Company
Securities or, in the absence of the availability of such exemption,
an appropriate order of the Colorado Public Utilities Commission
with respect to the issuance and sale of Company Securities shall
have been issued and shall be in full force and effect;
(c) It shall be determined that the Hawaii Public Utilities
Commission shall be without jurisdiction, or shall have declined to
exercise jurisdiction, over the issuance of the Company Securities
or the Hawaii Corporation Commission shall have issued an appro
priate order approving and authorizing the issuance of the Company
Securities and such order shall be in full force and effect;
(d) The exemption of the Company Securities from the jurisdiction
of the Louisiana Public Service Commission and any other
governmental regulatory authority in the State of Louisiana having
jurisdiction over the issuance or sale of securities shall be
available to the Company at the time of the issuance and sale of any
Offered Securities, or, in the absence of the availability of such
exemption, an appropriate order of the Louisiana Public Service
Commission and any other governmental regulatory authority in the
State of Louisiana with respect to the issuance and sale of Offered
Securities shall have been issued and shall be in full force and
effect at the time of such issuance and sale of the Company
Securities;
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(e) An appropriate order of the Tennessee Public Service Commission
with respect to the issuance and sale of the Company Securities by
the Company shall have been issued (which order has been issued as
of the date hereof) and shall be in full force and effect at the
time of such issuance and sale of the Company Securities, or it
shall be determined that the Tennessee Public Service Commission
shall be without jurisdiction;
(f) An appropriate order of the Vermont Public Service Board with
respect to the issuance and sale of the Company Securities by the
Company shall have been issued (which order has been issued as of
the date hereof) and shall be in full force and effect at the time
of such issuance and sale of the Company Securities, or it shall be
determined that the Vermont Public Service Board shall be without
jurisdiction;
(g) An appropriate order of the West Virginia Public Service
Commission with respect to the issuance and sale of the Company
Securities by the Company shall have been issued (which order has
been issued as of the date hereof) and shall be in full force and
effect at the time of such issuance and sale of the Company
Securities, or it shall be determined that the West Virginia
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Public Service Commission shall be without jurisdiction;
(h) An appropriate order of the Federal Energy Regulatory Commission
with respect to the issuance and sale of the Company Securities
shall have been issued (which order has been obtained as of the date
hereof) and shall be in full force and effect;
(i) An appropriate order of, or exemption from the jurisdiction of,
any other regulatory body which in the future may assert
jurisdiction over the Company securities shall be in existence;
(j) The applicable provisions of the Act shall have been complied
with;
(k) The Company and reserved for issuance Securities shall have been
duly authorized by the Board of Directors, and duly executed and
delivered by the Company, and with respect to Common Stock, all
steps necessary to reserve adequate authorized shares for issuance
shall have been taken;
(l) The Indenture relating to the Convertible Debentures shall have
been duly authorized by the Board of Directors, executed and
delivered; and a supplemental indenture thereto shall have been duly
authorized by the Board of Directors and duly executed and delivered
in accordance with the terms of said Indenture;
(m) The Indenture (as supplemented), the
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Trust Guarantee, Partnership Guarantee and the Convertible Preferred
Securities shall have been qualified under the Trust Indenture Act
of 1939;
(n) The Convertible Debentures shall have been duly authenticated
in accordance with terms of said Indenture, as supplemented; and
(o) The Company Securities shall have been duly issued and paid for.
With respect to the Distribution Common Stock, we are of the opinion that,
(a) subject to the satisfaction of each of the foregoing conditions with
respect to the Distribution Common Stock at the time of each issuance of
Distribution Common Stock and (b) the corporate authorization of additional
shares of Common Stock under the Company's Certificate of Incorporation, as
required, and (c) with respect to Distribution Common Stock to be issued more
than two years after the date hereof compliance with the registration
requirements of the Act and appropriate orders of the regulatory bodies
referred to above (which have not been sought or obtained as of the date
hereof), such Company securities will be legally issued, fully paid and
nonassessable Common Stock of the Company.
In rendering the foregoing opinion we express no opinion as to laws other
than the laws of the State of New York, the corporation laws of the State of
Delaware and the Federal laws of the United States, and to a limited extent
the laws of the States mentioned below. To the extent that the foregoing
opinions relate to the laws of the State of Delaware as applied to the Trust,
the Convertible Preferred Securities, the Partnership and the Partnership
Preferred Securities we have relied on the opinion of even date of Skadden,
Arps, Slate, Meagher & Flom. To the extent that the foregoing relates to the
laws of the States of Arizona, Colorado, Hawaii, Louisiana, Tennessee,
Vermont and West Virginia with respect to regulatory
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matters, we are relying upon advice of Brown & Bain, P.A., Phoenix, Arizona;
LeBouef, Lamb, Greene & MacRae, Denver, Colorado; Cades Schutte Fleming &
Wright, Honolulu, Hawaii; Marshall Ordemann, Corporate Counsel-Gas to the
Louisiana Gas Division of the Company, Harvey, Louisiana; Stokes &
Bartholomew, Nashville, Tennessee; Miller, Eggleston, & Rosenberg, Ltd.,
Burlington, Vermont; and Jackson & Kelly, Charleston, West Virginia.
We are not experts on the laws of such States; however, we have consulted
with the attorneys mentioned above to the extent we deem necessary in the
circumstances.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to our firm under "Legal
Opinions" in the prospectus constituting part of the Registration Statement.
This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and, except as set forth in the
preceding paragraph sentence, is not to be used, circulated, quoted or
otherwise referred to for any other purpose or relied upon by any other
person for any purpose without our prior written consent. This opinion is
expressed as of the date hereof unless otherwise expressly stated and we
disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
BOULANGER, HICKS & CHURCHILL P.C.
By /s/Jonathan H. Churchill
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