Exhibit 5.1
Thomas R. Saldin
Senior Vice President and General Counsel
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
June 19, 2007
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 am familiar with the Company's registration statement on Form
S-3 (File No. 333-122153) (the "Registration Statement") filed on January 19,
2005 with the Securities and Exchange Commission (the "Commission") under the
Securities Act, relating to $245,000,000 in aggregate principal amount of its
unsecured debt securities and first mortgage bonds. The Registration Statement
was declared effective on January 27, 2005. The prospectus dated January 27,
2005 (the "Base Prospectus") included in the Registration Statement has been
supplemented by a prospectus supplement (the "Prospectus Supplement") relating
to $200,000,000 aggregate principal amount of the Company's First Mortgage
Bonds, Secured Medium-Term Notes, Series F (the "Medium-Term Notes"), dated May
9, 2005, Pricing Supplement No. 2 ("Pricing Supplement No. 2"), dated June 19,
2007, relating to $140,000,000 aggregate principal amount of Medium-Term Notes,
6.30% Series due 2037 (the "Notes") and a free writing prospectus, dated June
19, 2007, filed by the Company with Commission pursuant to Rule 433 (the Base
Prospectus as so supplemented being hereinafter referred to as the
"Prospectus").
The 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
Fortieth Supplemental Indenture, dated as of May 1, 2005, 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 Amended
and Restated Selling Agency Agreement, dated June 19,
Idaho Power Company
June 19, 2007
Page 2
2007 (the "Agency Agreement"), between the Company and each of Banc of America
Securities LLC, J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., RBC
Capital Markets Corporation, Wachovia Capital Markets, LLC, Wedbush Morgan
Securities Inc. and Wells Fargo Securities, LLC, as agents, relating to the
Medium-Term Notes; (v) the Terms Agreement, dated June 19, 2007 (the "Terms
Agreement"), among the Company and Banc of America Securities LLC, J.P. Morgan
Securities Inc., Wachovia Capital Markets, LLC, RBC Capital Markets Corporation,
KeyBanc Capital Markets Inc., Wedbush Morgan Securities Inc. and Wells Fargo
Securities, LLC, as purchasers, relating to the Notes; (vi) 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 Notes in
particular and (vii) 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, Terms 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 Notes has been duly authorized by the Company,
and when the 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, the Terms Agreement and Pricing Supplement
No. 2, the 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.
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 June 20, 2007.
Very truly yours,
/s/ Thomas R. Saldin
Thomas R. Saldin