EXHIBIT 5.2
[LETTERHEAD OF REED SMITH SHAW & MCCLAY LLP]
October 6, 1999
Caithness Coso Funding Corp.
1114 Avenue of the Americas
Grace Building, 41st Floor
New York, New York 10036
Re: Registration Statement on Form S-4
for 6.80% Series B Senior Secured
Notes due 2001 and 9.05% Series B
Senior Secured Notes due 2009
Ladies and Gentlemen:
We have acted as 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 Senior Secured 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 it is proposed that
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 Collateral Agent. Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to such terms
in the Indenture.
In connection with this opinion we have examined, among other things:
1. The Certificate of Incorporation of the Company;
2. The By-Laws of the Company;
REED SMITH SHAW & MCCLAY LLP
Caithness Coso Funding Corp. -- October 6, 1999
3. The Unanimous Written Consent of the Board of Directors of the
Company dated May 21, 1999, authorizing the issuance of the
Series A Notes and the Series B Notes;
4. The Unanimous Written Consent of the Shareholders of the Company
dated May 21, 1999, authorizing the issuance of the Series A
Notes and the Series B Notes; and
5. The Indenture.
In rendering this opinion, we have assumed:
(1) Each of the Guarantors is a general partnership formed under the
laws of the State of California and 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 Guarantor, and the
Guarantee to be endorsed on the Series B Notes by each Guarantor
has been duly authorized by all necessary organizational action
on the part of each Guarantor.
Based upon the foregoing and upon examination of such other documents,
corporate proceedings, statutes, decisions and questions of law as we considered
necessary in order to enable us to furnish this opinion, we are pleased to
advise you that in our opinion (1) the Series B Notes have been duly authorized,
and when executed, authenticated and delivered in exchange for the Series A
Notes in accordance with the terms of the Indenture and the Exchange Offer, will
be duly issued delivered and will constitute valid and binding obligations of
the Company, enforceable in accordance with their terms, except (x) as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting creditors' rights generally, (y) as such enforcement may
be limited by general principles of equity, regardless of whether enforcement is
sought in a
REED SMITH SHAW & MCCLAY LLP
Caithness Coso Funding Corp. -- October 6, 1999
proceeding at law or in equity, and (z) to the extent that a waiver of rights
under any usury or stay law may be unenforceable, and (2) the guarantee (the
"Guarantee") by each Guarantor of the Company's obligations under the Series B
Notes, when the Series B Notes have been executed, authenticated and delivered
in exchange for the Series A Notes in accordance with the terms of the Indenture
and the Exchange Offer, will be duly issued and delivered and will constitute a
valid and binding obligation of such Guarantor, enforceable in accordance with
its terms, except (x) as such enforcement may be limited by bankruptcy,
insolvency, fraudulent conveyance of similar laws affecting creditors' rights
generally, (y) as such enforcement may be limited by general principles of
equity, regardless of whether enforcement is sought in a proceeding at law or in
equity, and (z) to the extent that a waiver of rights under any usury or stay
law may be unenforceable.
In rendering the foregoing opinion, we have not examined the laws of
any jurisdiction other than the general corporate laws of the State of Delaware,
the laws of the State of New York and the federal laws of the United States of
America and the foregoing opinion is limited to such laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained in
such registration statement under the caption "Legal Matters" on Form S-4 filed
by the Company and the Guarantors with the Securities and Exchange Commission
relating to the Exchange Offer.
Very truly yours,
/s/ Reed Smith Shaw & McClay LLP
JFC/WFR/HRK