December 22, 1995
Citizens Utilities Company
High Ridge Park, Bldg. No. 3
P.O. Box 3801
Stamford, Connecticut 06920
Citizens Utilities Capital L.P.
c/o Citizens Utilities Company
High Ridge Park, Bldg. No. 3
P.O. Box 3801
Stamford, Connecticut 06920
Citizens Utilities Trust
c/o Citizens Utilities Company
High Ridge Park, Bldg. No. 3
P.O. Box 3801
Stamford, Connecticut 06920
Re: Citizens Utilities Company
Citizens Utilities Capital L.P.
Citizens Utilities Trust
Registration Statement on Form S-3
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(Registration No. 33-63615)
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Ladies and Gentlemen:
We have acted as special counsel to (1) Citizens Utilities
Trust (the "Trust"), a statutory business trust formed under the
laws of the State of Delaware, (2) Citizens Utilities Capital, L.P.
(the "Partnership"), a limited partnership formed under the laws of
the State of Delaware, and (3) Citizens Utilities Company (the
"Company"), a corporation organized under the laws of the State of
Delaware, in connection with the preparation of a Registration
Statement on Form S-3, which was filed by the Company, the Trust and
the Partnership with the Securities and Exchange Commission (the
"Commission") on
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October 23, 1995 under the Securities Act of 1933, as amended (the "Act"),
Amendment No. 1 thereto, filed with the Commission on November 17, 1995,
and Amendment No. 2 thereto, filed with the Commission on December 22, 1995
(such Registration Statement, as so amended, being hereinafter referred to as
the "Registration Statement") relating to the registration under the Act of
preferred securities (the "Trust Preferred Securities") of the Trust,
preferred securities (the "Partnership Preferred Securities") of the
Partnership, and certain other securities.
The Trust Preferred Securities are to be issued pursuant
to the Amended and Restated Declaration of Trust (a "Declaration"),
among the Company, as sponsor, Chemical Bank, N.A., as the property
trustee (the "Property Trustee"), Chemical Bank (Delaware), as Delaware
trustee (the "Delaware Trustee"), and Robert J. DeSantis and Edward Kipperman
as regular trustees (together, the "Regular Trustees").
The Partnership Preferred Securities are to be issued
pursuant to the Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement"), between the Company, as general
partner (the "General Partner"), and CU Capital Corp., a corporation
formed under the laws of the State of Delaware, as the initial
limited partner. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to them in the Registration Statement.
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
certificate of trust of the Trust (the "Certificate of Trust") filed with the
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Secretary of State of the State of Delaware on October 13, 1995; (ii) the
form of the Declaration (including the form of the designations of the terms
of the Trust Preferred Securities annexed thereto); (iii) the form of the
Trust Preferred Securities; (iv) the certificate of limited partnership (the
"Certificate of Limited Partnership") filed by the General Partner with
the Secretary of State of the State of Delaware on October 13, 1995;
(v) the form of the Partnership Agreement; and (vi) the form of the
Partnership Preferred Securities; (vii) the form of Prospectus (the
"Prospectus") included in the Registration Statement; and (viii) the
form of Underwriting Agreement (the "Underwriting Agreement"), among
the Company, the Trust, and the several Underwriters (the "Underwriters")
set forth therein. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authen-
ticity 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 making our examination of documents executed by parties
other than the Trust and the Partnership, we have assumed that such
parties had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authoriza-
tion by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and that such documents
constitute valid and binding obligations of such parties. In
addition, we have assumed that the Declaration, the Partnership
Agreement and the Underwriting Agreement when executed will be in
substantially the form reviewed by us. As to any facts material to
the opinions expressed herein which were not independently estab-
lished 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.
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Members of our firm are admitted to the bar in the State
of Delaware, and we express no opinion as to the laws of any other
jurisdiction.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the
opinion that:
1. The Trust Preferred Securities, when the Declaration
is executed and delivered and the terms of the Trust Preferred Securities
are established in accordance with the terms of the Declaration, will be
duly authorized for issuance and, when issued and executed in accordance with
such Declaration and delivered and paid in accordance with the Underwriting
Agreement, will be validly issued, fully paid and nonassessable, representing
undivided beneficial interests in the assets of the Trust; and the holders of
the Trust Preferred Securities will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.
We bring to your attention, however, that the holders of Trust Preferred
Securities may be obligated, pursuant to the Declaration, to (i) provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers of Trust Preferred Securities and (ii) provide
security and indemnity in connection with the requests of or directions to
the Property Trustee to exercise its rights and powers under the Declaration.
2. The holders of Partnership Preferred Securities, as
limited partners of the Partnership, will not be liable to third
parties for the obligations of the Partnership, assuming that,
except for the exercise of the rights and powers expressly permitted
by the Partnership Agreement, such holders do not participate in the
control of the business of the Partnership. There are no provisions
in the Partnership Agreement the inclusion of which, subject to the
terms and conditions therein, or, assuming that the holders of the
Partnership Preferred Securities, as limited partners of the Partnership,
take no action other than actions permitted by the Partnership
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Agreement, the exercise of which, in accordance with the terms and conditions
therein, would cause the holders of Partnership Preferred Securities, as
limited partners of the Partnership, to be deemed to be participating in the
control of the business of the Partnership.
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 next sentence, is not to be used, circu-
lated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration Statement. We
also consent to the use of our name under the heading "Legal Opin-
ions" in the Prospectus. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder. 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,
SKADDEN ARPS SLATE MEAGHER & FLOM
By /s/ Wayne Rapozo
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