Exhibit 5.1
Thomas R. Saldin
Sr. Vice President, General Counsel and Secretary
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
December 10, 2004
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
I am General Counsel to IDACORP, Inc., an Idaho corporation (the
"Company"), and am familiar with the Registration Statement on Form S-3, File
No. 333-83434 (the "Registration Statement") filed by the Company on February
26, 2002 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to $500,000,000 in aggregate principal amount of its
(i) unsecured senior debt securities, (ii) common stock, without par value (the
"Common Stock"), and the preferred share purchase rights attached thereto (the
"Rights") and (iii) stock purchase contracts to purchase a number of shares of
the Common Stock. The Registration Statement was declared effective on March 6,
2002; the prospectus included therein, dated March 6, 2002 (the "Base
Prospectus"), has been supplemented by a prospectus supplement, dated December
9, 2004 (the "Prospectus Supplement") (the Base Prospectus and the Prospectus
Supplement collectively referred to as the "Prospectus"), relating to the
issuance and sale, pursuant to the Underwriting Agreement, dated December 9,
2004 (the "Underwriting Agreement") between the Company and Morgan Stanley & Co.
Incorporated, as representative of the several underwriters named in Schedule I
thereto (the "Underwriters"), of (i) 3,500,000 shares of Common Stock (the
"Offered Shares") and the related Rights and (ii) an additional 525,000 shares
of Common Stock (the "Additional Shares") and the related Rights that may be
issued pursuant to an over-allotment option granted to the Underwriters (the
Offered Shares and the Additional Shares collectively referred to as the
"Shares").
For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement, the Prospectus, the Underwriting Agreement and the Rights Agreement,
dated as of September 10, 1998, between the Company and Wells Fargo Bank,
National Association, as successor Rights Agent to The Bank of New York (the
"Rights Agreement"); (ii) the Articles of Incorporation, as amended, and Amended
Bylaws of the Company; (iii) resolutions adopted by the Board of Directors and
the Executive Committee of the Board of Directors of the Company relating to the
Registration Statement, the Prospectus, the Rights Agreement and the Common
Stock in general and the Shares and Rights in particular and (iv) such other
instruments, certificates, records and documents as I have deemed 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 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, Rights Agreement, Articles of Incorporation,
Amended Bylaws, resolutions, instruments, certificates, records and documents.
Based upon the foregoing, and subject to the qualifications and
limitations expressed herein, I am of the opinion that the Shares will be
validly issued, fully paid and non-assessable and the Rights will be legally
issued and binding obligations of the Company when (i) the Shares shall have
been issued, sold and delivered pursuant to the terms and provisions of the
Underwriting Agreement and for the consideration contemplated thereby and (ii)
the Rights shall have been issued in accordance with the terms of the Rights
Agreement and the actions hereinabove mentioned.
The matters relating to the Shares and the Rights are governed by the
law of the State of Idaho. In regard to the Rights, I note that Section 30-1610
of the Idaho Control Share Acquisition Law and Section 30-1706 of the Idaho
Business Combination Law each provides that nothing contained in either the
Idaho Control Share Acquisition Law (Sections 30-1601 through 30-1614) or the
Idaho Business Combination Law (Sections 30-1701 through 30-1710), respectively,
is intended to limit the corporate powers or authority of an "issuing public
corporation" (as defined in such statutes), such as the Company, to take actions
"which the directors may appropriately determine to be in furtherance of the
protection of the interests of the corporation and its shareholders, including
without limitation the authority to . . . enter into . . . arrangements", such
as the Rights Agreement, that "deny rights. . . to the holder or holders of at
least a specified number of shares or percentage of share ownership or voting
power in certain circumstances."
Because I am not aware of any court decision applying the law of the
State of Idaho that addresses the effect of these statutory provisions or the
validity of plans similar to the Rights Agreement, it is difficult to express a
professional judgment as to how a court applying the law of the State of Idaho
would rule with respect to the issues relating to the Rights. Nevertheless, I am
able to advise you of my conclusion concerning how a court applying the law of
the State of Idaho (including, but not limited to, Section 30-1610 of the Idaho
Control Share Acquisition Law and Section 30-1706 of the Idaho Business
Combination Law) likely would rule. I have conferred with LeBoeuf, Lamb, Greene
& MacRae, L.L.P., counsel to the Company, for purposes of rendering this
opinion. LeBoeuf, Lamb, Greene & MacRae, L.L.P. and I have concluded that a
court applying the law of the State of Idaho, when presented with novel
questions concerning takeover matters, such as the effect of the statutory
provisions cited above, the adoption by the Company of the Rights Agreement and
the status of the Rights, most likely would apply the corporate law of the State
of Delaware, the most fully developed body of corporate law in the United
States. Accordingly, in rendering this opinion, I have assumed that Delaware
corporate law, as expressed in court decisions applying that law, with which I
am familiar, provides an indication of what standards a court would apply if it
were required to apply the law of the State of Idaho considering the matters
relating to the Rights. If, however, such a court did not apply the corporate
law of Delaware to the Rights Agreement and the Rights, I cannot express a
professional judgment as to the conclusions such a court would reach or as to
the effect of such conclusions, whether positive or negative, on the Rights.
With respect to this opinion, I do not hold myself out as an expert on
the laws of any state other than the State of Idaho. My opinions expressed above
are limited to the laws of the State of Idaho, the General Corporation Law of
the State of Delaware and the applicable provisions of the Constitution of the
State of Delaware and the reported judicial decisions interpreting the Delaware
laws 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 December 10, 2004 and to the
references to me in the Prospectus and any supplements thereto.
Very truly yours,
/s/ Thomas R. Saldin
Thomas R. Saldin