Exhibit 5.2
Dewey & LeBoeuf Dewey & LeBoeuf LLP
125 West 55th Street
New York, NY 10019-5389
October 16, 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 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 the 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, we have examined originals or copies,
certified or otherwise identified to our 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
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Idaho Power Company
October 16, 2007
Page 2
"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 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 we have considered necessary or appropriate for the
purposes hereof (items (i) through (ix) above collectively, the "Transaction
Documents"). 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 Transaction 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. 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.
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 October 16, 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/ Dewey & LeBoeuf LLP