October 6, 1999
Caithness Coso Funding Corp.
1114 Avenue of the Americas
Grace Building, 41st Floor
New York, NY 10036
Re: Registration Statement on Form S-4 (File No. 333-83815)
Exchange of 6.80% Series A Senior Secured Notes due 2001
and 9.05% Series A Senior Secured Notes due 2009
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Ladies and Gentlemen:
We have acted as special California counsel to Caithness Coso Funding
Corp., a Delaware corporation (the "Company"), Coso Finance Partners, a
California general partnership ("CFP"), Coso Energy Developers, a California
general partnership ("CED"), and Coso Power Developers, a California general
partnership ("CPD," and, together with CFP and CED, the "Guarantors"), in
connection with the Company's offer (the "Exchange Offer") to exchange its 6.80%
Series B Senior Secured Notes due 2001 for any and all of its outstanding 6.80%
Series A Senior Secured Notes due 2001 and its 9.05% Series B Senior Secured
Notes due 2009 for any and all of its outstanding 9.05% Series A Senior Secured
Notes due 2009. The Company's outstanding 6.80% Series A Senior Secured Notes
due 2001 and 9.05% Series A Senior Secured Notes due 2009 are hereinafter
referred to as the "Series A Notes," and the Company's 6.80% Series B Notes due
2001 and 9.05% Series B Senior Secured Notes due 2009 are hereinafter referred
to as the "Series B Notes." The Series A Notes were issued, and the Series B
Notes will be issued, under an Indenture, dated as of May 28, 1999 (the
"Indenture"), among the Company, the Guarantors and U.S. Bank Trust National
Association, as Trustee and as Collateral Agent. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.
In connection with this opinion, we have examined, among other things:
Caithness Coso Funding Corp.
October 6, 1999
Page 2
(i) The Registration Statement on Form S-4 (File No. 333-83815)
filed by the Company and the Guarantors with the Securities and Exchange
Commission to register under the Securities Act of 1933, as amended, the
issuance of the Series B Notes and the Guarantees;
(ii) The general partnership agreement of each Guarantor, as amended
through the date hereof;
(iii) The Unanimous Written Consent of the Management Committee of
each Guarantor, dated as of May 21, 1999, authorizing the issuance of the Series
A Notes and the Series B Notes;
(iv) The Indenture;
(v) The form of Series B Notes to be issued in the Exchange Offer;
and
(vi) the form of Guarantee to be endorsed on or attached to the
Series B Notes.
For the purpose of this opinion, we have assumed and our opinions are
subject to the following:
A. The genuineness, authenticity and acknowledgment (if applicable)
of all signatures;
B. The legal capacity of all natural persons;
C. Each document submitted to us for review is accurate and
complete, each such document that is an original is authentic, and each such
document that is a copy conforms to an authentic original;
D. The filing or recordation of each document required to be filed
or recorded; and
E. Each document of each governmental authority is accurate,
complete and authentic, and all official records and proper indexing and filing
are accurate and complete.
Caithness Coso Funding Corp.
October 6, 1999
Page 3
We call your attention to the fact that the Guarantees select the internal
laws of the State of New York as the governing law and, as provided below, that
we are not rendering any opnion under the laws of the State of New York.
Based upon the foregoing, and upon our examination of such other documents,
general partnership proceedings, statutes, decisions and questions of law as we
have considered necessary in order to enable us to furnish our opinion, we are
of the opinion that:
1. Each of the Guarantors is a general partnership formed under the laws
of the State of California, is validly existing as a general partnership under
the laws of the State of California and has the organizational power and
authority to execute, deliver and perform its obligations under the Indenture
and its Guarantee; and
2. The execution and delivery by each Guarantor of the Indenture and of
its Guarantee and the performance of its obligations thereunder have been duly
authorized by all necessary organizational action on the part of each such
Guarantor, and the Guarantee to be endorsed on or attached to the Series B Notes
by each such Guarantor has been duly authorized by all necessary organizational
action on the part of each such Guarantor.
We are admitted to practice in the State of California. This opinion is
limited to the present laws of the State of California and we express no opinion
as to the laws of the State of New York or any other jurisdiction. We undertake
no obligation to advise you as a result of developments occurring after the date
hereof or as a result of facts or circumstances brought to our attention after
the date hereof.
This opinion is being rendered solely for your benefit and the benefit of
those persons participating in the Exchange Offer. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement on Form S-4
filed by the Company and the Guarantors with the Securities and Exchange
Commission relating to the Exchange Offer. We also consent to the use of our
name in the prospectus contained in such Registration Statement under the
caption "Legal Matters."
Very truly yours,
/s/ Riordan & McKinzie
RIORDAN & McKINZIE