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Exhibit 5.1
ON LETTERHEAD OF SIDLEY AUSTIN LLP
May 22, 2007
FPL Recovery Funding LLC
700 Universe Boulevard
Juno Beach, FL 33408-0420
Florida Power & Light Company
700 Universe Boulevard
Juno Beach, FL 33408-0420
Re: FPL Recovery Funding LLC
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Ladies and Gentlemen:
We have acted as special counsel to Florida Power & Light Company
("FPL") and FPL Recovery Funding LLC, a Delaware limited liability company (the
"Company"), in connection with the preparation of the Registration Statement
filed on Form S-3 ("Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of Senior Secured Bonds, Series
A (the "Storm-Recovery Bonds") of the Company offered in such manner as
described in the form of the prospectus (the "Prospectus") included as part of
the Registration Statement. The Storm-Recovery Bonds are to be issued in an
aggregate principal amount of $652,000,000 under an Indenture (the "Indenture"),
dated May 22, 2007, between the Company and The Bank of New York, a banking
corporation organized and existing under the laws of the State of New York, as
Trustee (the "Trustee").
We are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the proposed authorization, issuance
and sale of the Storm-Recovery Bonds. We have examined and relied upon
originals, or copies of originals, certified or otherwise identified to our
satisfaction of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and other instruments, and examined such questions of law and
satisfied ourselves to such matters of fact as we deemed relevant or necessary
as a basis for this letter. In rendering the opinions expressed in this
letter, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the original documents of any copies
thereof submitted to us
Sidley Austin LLP is a limited liability partnership practicing in affiliation
with other Sidley Austin partnerships
SIDLEY AUSTIN LLP
SIDLEY
FPL Recovery Funding LLC
Florida Power & Light Company
May 22, 2007
Page 2
for examination. As to any facts material to the opinions expressed herein
which we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company or others.
Based upon the foregoing, we are of the opinion that:
1. The Company is a limited liability company validly existing and
in good standing under the laws of the State of Delaware.
2. The Company has limited liability company power and authority
to execute and deliver the Indenture and to authorize and issue the
Storm-Recovery Bonds and to perform its obligations under the Indenture and
the Storm-Recovery Bonds.
3. The Storm-Recovery Bonds will be legally issued and binding
obligations of the Company, except to the extent enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws affecting creditors' and contracting parties rights
generally or general principles of equity (regardless of whether enforceability
is considered in a proceeding in equity or at law), when such series of
Storm-Recovery Bonds shall have been duly executed and authenticated as provided
in the Indenture and shall have been duly delivered to the purchasers thereof
against payment of the agreed consideration therefor.
For the purposes of this letter, we have assumed that there will
be no changes in the laws currently applicable to the Company and the
validity, legally binding character or enforceability of the Storm-Recovery
Bonds, and that such laws will be the only laws applicable to the Company and
the Storm-Recovery Bonds.
SIDLEY AUSTIN LLP
SIDLEY
FPL Recovery Funding LLC
Florida Power & Light Company
May 22, 2007
Page 3
This letter is limited to the Limited Liability Company Act of the
State of Delaware and the federal laws of the United States of America. We do
not find it necessary for the purposes of this letter to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states to sales of the Storm-Recovery Bonds.
We hereby consent to the filing of this letter as an exhibit to
the Registration Statement and to all references to our firm included in or
made a part of the Registration Statement. In giving the foregoing consents,
we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the related rules
and regulations of the Commission. Except as stated above, without our prior
written consent, this letter may not be furnished or quoted to, or relied upon
by, any other person for any purpose.
Very truly yours,
/s/ SIDLEY AUSTIN LLP
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Sidley Austin LLP