EXHIBIT 5(a)
[Letterhead of Goodsill Anderson Quinn & Stifel]
October 19, 1998
Hawaiian Electric Company, Inc.
900 Richards Street
Honolulu, Hawaii 96813
HECO Capital Trust II
c/o The Bank of New York
101 Barclay Street, 21st Floor
New York, New York 10286
Ladies and Gentlemen:
Hawaiian Electric Company, Inc., a Hawaii corporation ("HECO"), its
subsidiaries, Maui Electric Company, Limited ("MECO") and Hawaiian Electric
Light Company, Inc. ("HELCO" and, with HECO and MECO, the "Companies"),
and HECO Capital Trust II, a statutory business trust created under the laws of
the State of Delaware (the "Trust") have filed a registration statement (the
"Registration Statement") on Form S-3 under the Securities Act of 1933 (the
"Act"), covering: (i) 2,000,000 ___% Cumulative Quarterly Income Preferred
Securities, Series 1997 (liquidation preference $25 per preferred security) of
the Trust (the "QUIPS"), (ii) Junior Subordinated Deferrable Interest Debentures
of the Companies (the "QUIDS") and (iii) HECO's guarantees with respect to: (a)
the QUIPS (the "Trust Guarantee"), and (b) the QUIDS of MECO and HELCO (the
"Subsidiary Guarantees" and, together with the Trust Guarantee, the
"Guarantees").
We have examined the Registration Statement and, for purposes of this
opinion, we have assumed that it has become effective. We have also examined the
Articles of Incorporation of the Companies, as amended (the "Articles"), and
such appropriate records of the Companies, certificates of public
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officials and other documents as we deem pertinent as a basis for the opinions
hereinafter expressed.
Based on such examination, we are of the opinion that:
1. HECO is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Hawaii.
2. When the QUIDS have been issued and sold in return for the
consideration specified therefor and as contemplated in the Registration
Statement, the QUIDS will be duly authorized and issued and will be valid and
binding obligations of each of the respective Companies, except insofar as the
binding effect thereof may be (a) limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) affected by limitations on the availability of
equitable remedies by reason of equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in equity).
3. When the Guarantees have been duly executed and delivered so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon HECO and so as to comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over HECO, and when the respective
conditions precedent for the obligations of HECO under the Guarantees to
arise have been satisfied as contemplated in the Registration Statement, the
Guarantees will constitute valid and binding obligations of HECO, except
insofar as the binding effect thereof may be (a) limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) affected by limitations on
the availability of equitable remedies by reason of equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).
We are members of the Bar of the State of Hawaii, and we do not hold
ourselves out as experts on the laws of any
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HECO Capital Trust II
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other jurisdiction. This opinion is limited in all respects to matters governed
by the laws of the State of Hawaii. We express no opinion concerning compliance
with the laws or regulations of any other jurisdiction or jurisdictions, or as
to the validity, meaning or effect of any act or document under the laws of any
other jurisdiction or jurisdictions. As to matters governed by Delaware law, we
are relying on the opinion of Richards, Layton & Finger submitted concurrently
herewith as Exhibit 5(b) to the Registration Statement. As to the validity and
binding effect of any document that is governed by the laws of a jurisdiction
other than the State of Hawaii, to the extent that the validity and binding
effect of such document is covered by or relates to this opinion, we have
assumed that the laws of such other jurisdiction are identical in all material
respects to the laws of the State of Hawaii.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) the legal capacity
of natural persons who are signatories to the documents examined by us, (ii)
that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (iii) that all documents examined by us have been duly authorized,
executed and delivered by all parties thereto (other than the Companies).
The opinions expressed herein are based on laws and regulations as in
effect on the date hereof and facts as we understand them as of the date hereof.
We are not assuming any obligation, and do not undertake, to revise, update or
supplement this opinion after the date hereof notwithstanding any change in
applicable law or regulation or interpretation thereof, any amendment,
supplement, modification or rescission of any document examined or relied on in
connection herewith, or any change in the facts, after the execution and
delivery of this opinion on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references
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to our firm under the caption "Legal Matters." 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. This opinion
may not be furnished or quoted to, or relied upon, by any person for any
purpose, without our prior written consent.
Very truly yours,
/s/ Goodsill Anderson Quinn & Stifel