EXHIBIT 8
[Letterhead of Goodsill Anderson Quinn & Stifel]
March 12, 1997
Hawaiian Electric Company, Inc.
900 Richards Street
Honolulu, Hawaii 96813
HECO Capital Trust I
c/o The Bank of New York
101 Barclay Street, 21st Floor
New York, New York 10286
Re: HECO Capital Trust I's issuance and sale of ___%
Cumulative Quarterly Income Preferred Securities
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Ladies and Gentlemen:
We have acted as counsel with respect to federal income tax matters to
Hawaiian Electric Company, Inc., a Hawaii corporation (the "Company"), and HECO
Capital Trust I, a statutory business trust organized under the Business Trust
Act of the State of Delaware (the "Trust"), in connection with the preparation
and filing by the Company and the Trust with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (Registration Nos. 333-20757
and 333-20757-01) (as amended, the "Registration Statement")/1/ under the
Securities Act of 1933 with respect to the issuance and sale of (i) the
Preferred Securities of the Trust (the "QUIPS"), (ii) the Company's Junior
Subordinated Deferrable Interest Debentures (the "QUIDS"), (iii) the Company's
guarantee with respect to the QUIPS (the "Trust Guarantee"), and (iv) the
Company's guarantees of debentures of its wholly-owned subsidiaries (the
"Subsidiary Guarantees").
In rendering our opinions, we have reviewed and relied upon (i) the
facts set forth in the Registration
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/1/ Capitalized terms used but not defined herein have the meanings ascribed to
them in the Registration Statement.
Hawaiian Electric Company, Inc.
HECO Capital Trust I
Page 2
Statement, (ii) the forms of the Trust Agreement, the HECO Indenture, the QUIPS,
the QUIDS, the Trust Guarantee and the Subsidiary Guarantees, each filed as an
exhibit to the Registration Statement, and (iii) certain representations made by
officers of the Company and certain of its subsidiaries.
On the basis of the foregoing, and assuming that the Trust is formed
and will be maintained in compliance with the terms of the Trust Agreement, we
hereby confirm (i) our opinions set forth in the Registration Statement under
the caption "Certain Federal Income Tax Considerations" and (ii) that, subject
to the qualifications set forth therein, in our opinion the discussion set
forth in the Registration Statement under such caption is an accurate summary of
the United States federal income tax matters described therein.
We express no opinion with respect to the transactions described in
the Registration Statement other than as expressly set forth herein. Moreover,
we note that there is no authority directly on point dealing with securities
such as the QUIPS and the QUIDS or transactions of the type described in the
Registration Statement, and that our opinions are not binding on the Internal
Revenue Service or the courts, either of which could take a contrary position.
Nevertheless, we believe that if challenged, the opinions set forth in the
Registration Statement would be sustained by a court with jurisdiction in a
properly presented case.
Our opinions are based upon the Internal Revenue Code of 1986, as
amended, the Treasury regulations promulgated thereunder, and other relevant
authorities, all as in effect on the date hereof. Consequently, future changes
in the law may cause the tax treatment of the transactions referred to herein to
be materially different from that described in the Registration Statement.
We hereby consent to the use of our name in the Registration Statement
and to the filing of this letter as an exhibit to the Registration Statement.
In giving this consent, however, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 and the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Goodsill Anderson Quinn & Stifel