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EXHIBIT 5.2
[SKADDEN LETTERHEAD]
October 30, 1995
Southwest Gas Capital I
c/o Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89153-7173
Re: Southwest Gas Corporation;
Current Report on Form 8-K
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Ladies and Gentlemen:
We have acted as special counsel to Southwest Gas Capital I, a
statutory business trust formed under the laws of the State of Delaware (the
"Trust"), in connection with the preparation of a Registration Statement on
Form S-3 (Registration No. 33-62143), filed by Southwest Gas Corporation (the
"Company") and the Trust with the Securities and Exchange Commission (the
"Commission") on August 25, 1995 under the Securities Act of 1933, as amended
(the "Act"), and Amendment No. 1 thereto, filed with the Commission on October
6, 1995 (such Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement"), relating to the registration under the
Act, of 2,400,000 of 9.125% Preferred Securities (the "Preferred Securities")
of the Trust.
The Preferred Securities are to be issued pursuant to the
Amended and Restated Declaration of Trust (the "Declaration") among the
Company, as sponsor, Harris Trust and Savings Bank, as property trustee (the
"Property Trustee"), Wilmington Trust Company, as the Delaware trustee (the
"Delaware Trustee"), and George C. Biehl and Jeffrey W. Shaw, as regular
trustees (together, the "Regular Trustees"). Capitalized terms used but not
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October 30, 1995
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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 (the "Certificate of Trust") filed by the Property Trustee
and the Regular Trustees with the Secretary of State of the State of Delaware
on August 17, 1995; (ii) the form of the Declaration (including the form of the
terms of the Preferred Securities annexed thereto); (iii) the form of the
Preferred Securities; and (iv) the Underwriting Agreement (the "Underwriting
Agreement"), dated October 26, 1995, between the Company, the Trust and the
representatives of the several 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 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 making our examination of
documents executed by parties other than the Trust, 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 authorization 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 each of the
Declaration and the Preferred Securities as executed will be in form reviewed
by us. 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 and others.
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October 30, 1995
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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
other than the laws of the United States of America to the extent specifically
referred to herein.
Based on and subject to the foregoing and to the other
qualifications and limitations set forth herein, we are of the opinion
that the Preferred Securities, when the Declaration is executed and delivered
and the terms of the 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 the Declaration and delivered and paid
for as set forth in the Underwriting Agreement, will be validly issued, fully
paid and nonassessable, representing undivided beneficial interests in the
assets of Trust. We bring to your attention that the Preferred Securities
holders may be obligated, pursuant to the Trust Declaration, to (i) provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers of 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.
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, 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. We also consent to the
incorporation by reference into the Registration Statement and the use of our
name under the heading "Legal Matters" in the Prospectus, dated October 24,
1995, as supplemented by the Prospectus Supplement, dated October 26, 1995,
relating to the Preferred Securities included as an exhibit to the Registration
Statement. 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
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October 30, 1995
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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,
/s/ Skadden, Arps, Slate, Meagher & Flom