Exhibit 5.2
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
August 12, 2004
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
We have acted as counsel to Idaho Power Company, an Idaho corporation
(the "Company"), 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 Supplement 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, Pricing
Supplement 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, and
Pricing Supplement Nos. 15 and 16, each dated August 11, 2004, relating to
$55,000,000 aggregate principal amount of Medium-Term Notes, 5.875% Series due
2034 (the "2034 Notes") (Pricing Supplement Nos. 1 through 16 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, we have examined originals or copies,
certified or otherwise identified to our 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 Agreement") between the Company and Banc of America Securities LLC, Banc
One Capital Markets, Inc., McDonald Investments Inc., Piper Jaffray & Co.
(formerly known as 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 and Executive Committee
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 we have
considered necessary or appropriate for the purposes hereof. 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 Registration Statement, Prospectus, Restated Articles of
Incorporation, Amended Bylaws, Mortgage, Agency Agreement, resolutions,
instruments, certificates, records and documents. We have also assumed the
regularity of all corporate procedures.
Based upon and subject to the foregoing, and subject to the further
qualifications and limitations expressed below, we are of the opinion that 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 Supplement Nos. 15 and 16, 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 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.
With respect to this opinion, we do not hold ourselves out as experts
on the laws of any state other than the State of New York. Our opinions
expressed above are limited to the laws of the State of New York and the federal
laws of the United States. Insofar as this opinion involves matters of the law
of the State of Idaho, we have relied upon an opinion of even date herewith
addressed to you by Robert W. Stahman, Vice President, General Counsel and
Secretary of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated August 12, 2004. In giving such
consent, we do not thereby concede that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
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