Exhibit 5
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
125 West 55th Street
New York, NY 10019-5389
October 22, 1996
Public Service Company of Colorado
1225 17th Street
Denver, Colorado 80202
Re: Public Service Company of Colorado --
$400,000,000 in Aggregate Principal Amount of
First Collateral Trust Bonds
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Dear Sirs:
We are acting as counsel for Public Service Company of Colorado (the
"Company") in connection with the proposed issuance and sale of up to
$400,000,000 in aggregate principal amount of First Collateral Trust Bonds (the
"Securities") of the Company, to be issued in one or more separate series,
pursuant to an Indenture dated as of October 1, 1993, and the indentures
supplemental thereto, including one or more supplemental indentures to be
entered into in connection with the issuance of the Securities (the
"Indenture"), between the Company and First Trust of New York, National
Association, as successor trustee thereunder (the "Trustee").
As such counsel, we have examined such corporate records,
certificates and other documents as we have considered necessary for the
purposes of this opinion. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
As to any facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid records, certificates and
documents.
Upon the basis of the foregoing examination and subject to the
limitations contained herein, we are of the opinion that:
Public Service Company of Colorado
October 22, 1996
Page 2
(a) when (i) the Registration Statement that is being filed
with the Securities and Exchange Commission with respect to the Securities
has become effective under the Securities Act of 1933, as amended (the
"Act") and (ii) the Prospectus relating to the Securities has been duly
supplemented with respect to the Securities of a particular series, and,
as so supplemented, duly filed under the Act, no further authorization,
consent or approval by any regulatory authority will be required for the
valid issuance and sale of the Securities of such series (except under the
so-called "blue-sky" or securities laws of the several states, as to the
applicability of which we do not express an opinion);
(b) when the Board of Directors of the Company has approved
the terms and conditions of the Supplemental Indenture creating a series
of Securities and the terms and conditions relating to the issuance and
sale of the Securities of such series, the Securities of such series will
have been duly authorized by the Company;
(c) upon the execution and filing with the Trustee of the
proper papers with respect to the Securities of a particular series, the
Securities of such series will be issuable under the terms of the
Indenture; and
(d) upon the execution, authentication and delivery of the
Securities of each particular series in accordance with the corporate and
governmental authorizations and the instruments referred to above and,
upon receipt of payment therefor, the Securities of such series will be
legally issued and binding obligations of the Company and will be entitled
to the benefits provided by the Indenture on a parity with the Securities
of other series which may hereafter be issued thereunder pursuant to the
terms thereof.
We consent to the filing of this opinion with and as a part of said
Registration Statement and the use of our name therein and in the related
Prospectus under the caption "Legal Opinions" and in any amendments or
supplements to the Registration Statement and Prospectus.
Very truly yours,
/s/LeBoeuf, Lamb, Greene & MacRae, L.L.P