Exhibit 5.1
Thomas R. Saldin
Senior Vice President and General Counsel
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 83702-5627
October 16, 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 of 1933, as amended (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 $100,000,000 aggregate
principal amount of the Company's First Mortgage Bonds, Secured Medium-Term
Notes, Series G (the "Medium-Term Notes"), dated September 21, 2007, and Pricing
Supplement No. 1 ("Pricing Supplement No. 1"), dated October 15, 2007, relating
to $100,000,000 aggregate principal amount of Medium-Term Notes, 6.25% Series
due 2037 (the "Notes"). The Company has also filed a free writing prospectus,
dated October 15, 2007, with Commission pursuant to Rule 433 under the
Securities Act (the "Free Writing 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
Forty-third Supplemental Indenture, dated as of September 1, 2007, 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; (ii) the Base Prospectus, Prospectus Supplement and Pricing
Supplement No. 1; (iii) the Free Writing Prospectus; (iv) the Restated Articles
of Incorporation, as amended, and Amended Bylaws of the Company; (v) the
Mortgage; (vi) the Selling Agency Agreement, dated September 21, 2007 (the
"Agency Agreement"), between the Company and each of Banc of America Securities
LLC, J.P. Morgan Securities Inc., KeyBanc Capital Markets Inc., Piper Jaffray &
Co., RBC Capital Markets Corporation, Wachovia Capital Markets, LLC, Wedbush
Morgan Securities Inc. and Wells Fargo
Idaho Power Company
October 16, 2007
Page 2
Securities, LLC, as agents, relating to the Medium-Term Notes; (vii) the Terms
Agreement, dated October 15, 2007 (the "Terms Agreement"), between the Company
and Wachovia Capital Markets, LLC, Banc of America Securities LLC, J.P. Morgan
Securities Inc., KeyBanc Capital Markets Inc., RBC Capital Markets Corporation,
Wedbush Morgan Securities Inc. and Piper Jaffray & Co., as purchasers, relating
to the Notes; (viii) 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 (ix) such other instruments,
certificates, records and documents, and such matters of law, as I have
considered necessary or appropriate for the purposes hereof (items (i) through
(ix) above collectively, the "Transaction Documents"). 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 Transaction
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.1, 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 October 16, 2007.
Very truly yours,
/s/ Thomas R. Saldin
Thomas R. Saldin