Exhibit 5.2
LEBOEUF, LAMB, GREENE & MACRAE LLP
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
June 19, 2007
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
We have acted as New York 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. 333-122153) (the "Registration
Statement") 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 the
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, 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 Amended
and Restated Selling Agency Agreement, dated June 19, 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,
Idaho Power Company
June 19, 2007
Page 2
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 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, Terms 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 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.
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 Thomas R. Saldin, Senior Vice President and General Counsel
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 June 20, 2007. 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 LLP