Exhibit 5.1
Robert W. Stahman
Vice President, General Counsel and Secretary
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
March 25, 2004
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
I am General Counsel to Idaho Power Company, an Idaho corporation (the
"Company"), and have acted as such in connection with the preparation and filing
of a Registration Statement on Form S-3, File No. 333-103812 (the "Registration
Statement") on March 14, 2003 with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to $300,000,000 in aggregate principal amount of its (i) serial
preferred stock, without par value (the "Preferred Stock"); (ii) unsecured debt
securities (the "Debentures"); and (iii) first mortgage bonds (the "Bonds")
(with the Debentures referred to as the "Debt Securities" and the Debt
Securities collectively with the Preferred Stock referred to as the "Offered
Securities"). The Registration Statement was declared effective on March 24,
2003; the prospectus included therein, dated March 24, 2003, has been
supplemented by a prospectus supplement, dated April 15, 2003 (the "Prospectus
Supplement"), relating to $250,000,000 First Mortgage Bonds, Secured Medium-Term
Notes, Series E (the "Medium-Term Notes") and pricing supplements nos. 1 through
12, each dated May 8, 2003, relating to $140,000,000 aggregate principal amount
of Medium-Term Notes, $70,000,000 4.25% Series due 2013 and $70,000,000 5.50%
Series due 2033, and pricing supplements nos. 13 and 14, each dated March 23,
2004, relating to $50,000,000 aggregate principal amount of Medium-Term Notes,
5.50% Series due 2034 (the "2034 Notes") (pricing supplements nos. 1 through 14
being collectively referred to as the "Pricing Supplements" and the prospectus
as supplemented by the Prospectus Supplement and the Pricing Supplements being
referred to as the "Prospectus").
The 2034 Notes will be issued pursuant to the Indenture of Mortgage
and Deed of Trust dated as of October 1, 1937 (the "Mortgage") between the
Company and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company) and R.G. Page (Stanley Burg, successor individual trustee), as
trustees, as supplemented by all indentures supplemental thereto, including the
Thirty-seventh Supplemental Indenture, dated as of April 1, 2003, relating to
the Medium-Term Notes.
For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement and the Prospectus; (ii) the Restated Articles of Incorporation, as
amended, and Amended Bylaws of the Company; (iii) the Mortgage; (iv) the Selling
Agency Agreement, dated April 15, 2003 (the "Agency
Idaho Power Company
March 25, 2004
Page 2
Agreement") between the Company and Banc of America Securities LLC, Banc One
Capital Markets, Inc., McDonald Investments Inc., U.S. Bancorp Piper Jaffray
Inc., Wachovia Securities, Inc. and Wells Fargo Brokerage Services, LLC, as
agents, relating to the Medium-Term Notes; (v) resolutions adopted by the Board
of Directors of the Company relating to the Registration Statement, the
Medium-Term Notes in general and the 2034 Notes in particular and (vi) such
other instruments, certificates, records and documents, and such matters of law,
as I have considered necessary or appropriate for the purposes hereof. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals, the conformity to the original
documents of all documents submitted to me as copies and the authenticity of the
originals of such latter documents. As to any facts material to my opinion, I
have, when relevant facts were not independently established, relied upon the
aforesaid Registration Statement, Prospectus, Restated Articles of
Incorporation, Amended Bylaws, Mortgage, Agency Agreement, resolutions,
instruments, certificates, records and documents.
Based upon and subject to the foregoing, and subject to the further
qualifications and limitations expressed below, I am of the opinion that:
(1) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Idaho.
(2) The issuance of the 2034 Notes has been duly authorized by the
Company, and when the 2034 Notes shall have been executed, authenticated, issued
and delivered in accordance with the terms and provisions of the Mortgage and
paid for as contemplated in the Agency Agreement and Pricing Supplements Nos. 13
and 14, the 2034 Notes will be legally issued, valid and binding obligations of
the Company enforceable against the Company in accordance with their terms and
will be entitled to the benefits of the security provided by the Mortgage,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement of
mortgagees' and other creditors' rights generally and to general principles of
equity, regardless of whether such principles are considered in a proceeding in
equity or at law.
My opinions expressed above are limited to the laws of the State of
Idaho and the federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated March 25, 2004.
Very truly yours,
/s/ Robert W. Stahman
Robert W. Stahman