Exhibit 5-a
December 17, 1996
KCPL Financing I
KCPL Financing II
KCPL Financing III
c/o Kansas City Power & Light Company
1201 Walnut
Kansas City, MO 64106-2124
Ladies and Gentlemen:
We have acted as special Delaware counsel for KCPL
Financing I, KCPL Financing II and KCPL Financing III, each a Delaware business
trust (collectively the "Trusts", and individually a "Trust"), in connection
with the issuance by the Trusts of the Preferred Securities (defined below).
For purposes of giving this opinion, our
examination of documents has been limited to the examination
of originals or copies of the following (collectively
referred to herein as the "Documents"):
(a) The Certificate of Trust of each of the Trusts (the
"Trust Certificates"), dated December 10, 1996, as filed in
the office of the Delaware Secretary of State on December 11, 1996;
(b) The Declaration of Trust of each of the Trusts, dated
as of December 10, 1996, among Kansas City Power & Light
Company, a Missouri corporation (the "Company") and the
trustees of the respective Trust named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus
and a prospectus supplement (the "Prospectus"), relating to
the Trust Originated Preferred Securities (the "Preferred
Securities") of the Trusts, representing preferred undivided
beneficial interests in the assets of the respective Trust, as filed by
the Company, the Trusts and others as set forth therein, with
the Securities and Exchange Commission on December 17, 1996;
(d) A form of Amended and Restated Declaration of
Trust of each of the Trusts, to be entered into among the Company,
the trustees of each respective Trust named therein and the holders,
from time to time, of undivided beneficial interests in each respective
Trust (the "Declarations"), attached as an exhibit to the
Registration Statement; and
(e) A Certificate of Good Standing for each of the Trusts
dated the date hereof, obtained from the Delaware Secretary
of State.
Initially capitalized terms used herein and not
otherwise defined shall have the respective meanings set
forth in the Declarations.
For purposes of this opinion, we have not reviewed
any documents other than the Documents. In particular, we
have not reviewed any document (other than the Documents)
that is referred to in, or incorporated by reference into
the Documents. We have expressly assumed that there exists
no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have
conducted no independent factual investigation of our own,
but rather have relied solely upon the Documents, the
statements and information set forth therein and the
additional matters recited or assumed herein, all of which
we have assumed to be true, complete and accurate in all
material respects.
We have assumed (i) the genuineness of the
signatures of, the authority of, and the legal capacity of,
each natural person signing the Declarations on behalf of the
respective parties, (ii) the due authorization, execution
and delivery by all parties thereto of all documents
examined by us, (iii) the genuineness of all signatures and
the authenticity and completeness of all records,
certificates, instruments and documents submitted to us as
originals; and (iv) the conformity to authentic originals of
all records, certificates, instruments and documents
submitted to us as certified, conformed, photostatic or
facsimile copies thereof.
For purposes of this opinion, we have assumed (i)
that each Declaration constitutes the entire agreement among
the parties thereto with respect to the subject matter
thereof, including with respect to the creation, operation
and termination of each respective Trust, and that the Declarations and
the Trust Certificates are in full force and effect and have
not been amended, (ii) the due creation or due formation, as
the case may be, and valid existence in good standing of
each party (other than the Trusts) to the Documents examined
by us under the laws of the jurisdiction governing its
creation, organization or formation, (iii) that each of the
parties to the Documents examined by us has the power and
authority to execute and deliver, and to perform its
obligations thereunder, (iv) the due authorization,
execution and delivery by all parties thereto of all
Documents examined by us, (v) the receipt by each Person to
whom a Preferred Security is to be issued by each respective Trust
(collectively, the "Security Holders") of a Certificate for
such Preferred Security and the full payment for the
Preferred Security acquired by it, in accordance with each respective
Declaration and the Registration Statement; and (vi) that
the Preferred Securities are issued and sold to the Security
Holders in accordance with each respective Declaration and the
Registration Statement.
Based upon the foregoing and subject to the exceptions,
qualifications and limitations herein set forth, we are of
the opinion that:
1. Each Trust has been duly created and is validly
existing in good standing as a business trust under the
Delaware Business Trust Act. 12 Del. C. Section 3801, et seq.
(the "Business Trust Act").
2. The Preferred Securities issued by each Trust will represent
valid, fully paid and non-assessable undivided beneficial interests
in the assets of such Trust.
3. The Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations
for profit under the General Corporation Law of the State of
Delaware.
With respect to the opinions set forth in paragraphs 2
and 3 above, we note that the Security Holders of each Trust may be
obligated to make payments as set forth in each respective Declaration.
We express no opinion herein as to the laws of any
jurisdiction except the laws of the State of Delaware
(excluding any tax laws, fraudulent conveyance laws,
fraudulent transfer laws and securities laws, and rules,
regulations and orders thereunder, and further excluding
judicial decisions to the extent that they deal with any of
the foregoing). This opinion is given as of the date hereof
and is based upon present laws and reported court decisions
as they exist and are construed as of the date hereof.
We consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
Registration Statement. In addition, we hereby consent to
the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons
whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this
opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
/s/ Pepper, Hamilton & Scheetz