EXHIBIT 5.1
[BARNES & THORNBURG LETTERHEAD]
March 31, 2003
Vectren Corporation
Vectren Utility Holdings, Inc.
Indiana Gas Company, Inc.
Southern Indiana Gas and Electric Company
20 N.W. Fourth Street
Evansville, IN 47708
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") of Vectren Corporation
("Vectren"), Vectren Utility Holdings, Inc. ("VUHI") and Indiana Gas Company,
Inc. ("Indiana Gas") and Southern Indiana Gas and Electric Company (each, an
"Indiana Guarantor") and Vectren Energy Delivery of Ohio, Inc. (the "Ohio
Guarantor" and, together with the Indiana Guarantors, the "Guarantors"), filed
pursuant to the Securities Act of 1933, as amended ("Securities Act"), relating
to the offer and sale by Vectren of up to $150,000,000 of shares of its common
stock, without par value, and related common share purchase rights (the
"Shares"), and the offer and sale by VUHI of up to $200,000,000 of debt
securities (the "Debt Securities") and related joint and several guarantees by
the Guarantors of the Debt Securities (the "Guarantees") to be issued and sold
under the provisions of the Indenture dated October 19, 2001, between the
Corporation and the Guarantors and U.S. Bank Trust National Association, as
Trustee (the "Indenture"). We have examined such records, certificates and other
documents and have made such investigation of law as we have deemed necessary in
the circumstances.
Based on that examination and investigation, it is our opinion that:
(i) When the steps taken in the next paragraph have been taken, the Shares
will be validly issued, fully paid and nonassessable.
The steps to be taken which are referred to in the next preceding paragraph
are:
1. Necessary corporate action on the part of the Company has been
taken to authorize the issuance and sale of the Shares;
2. The Shares are sold and delivered in accordance with the applicable
underwriting or other agreement and in the manner described in the
Registration Statement (including all exhibits thereto); and
3. Compliance with the Securities Act of 1933, as amended (the
"Securities Act") and applicable state blue sky laws.
(ii) When the steps mentioned in the next paragraph have been taken, and
the Debt Securities and the Guarantees shall have been duly executed,
authenticated and delivered in accordance with the Indenture, and delivered
against payment therefor, the Debt Securities will be legal, valid and binding
obligations of VUHI and the Guarantees by the Indiana Guarantors will be legal
valid and binding obligations of the respective Indiana Guarantors enforceable
against each of them in accordance with their respective terms subject to (a)
the United States Bankruptcy Code, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws now or hereafter in effect
relating to our affecting creditors' rights or remedies generally and (b)
general equitable principles (regardless of whether such enforcement is
considered in a proceeding at law or in equity) and to judicial discretion.
The steps to be taken which are referred to in the next preceding paragraph
are:
1. Any supplemental Indenture to be entered into in connection with
the issuance of the Debt Securities and Guarantees has been duly
authorized, executed and delivered by the Trustee, VUHI and the Guarantors;
2. The specific terms of the particular Debt Securities have been duly
authorized and established in accordance with the applicable supplemental
Indenture;
3. The Debt Securities and the Guarantees have been issued and sold
and the purchase price for the Debt Securities and the Guarantees has been
paid in accordance with the transactions proposed in the Registration
Statement, as the same may be amended;
4. Appropriate definitive action by the Board of Directors of each of
the Corporation and the Guarantors or an authorized committee thereof with
respect to the proposed transactions set forth in the Registration
Statement;
5. VUHI and the Guarantors each shall have received all necessary
governmental approvals required for the issuance and sale of the Debt
Securities and the Guarantees;
6. Compliance with the Securities Act, applicable state blue sky laws
and the Trust Indenture Act of 1939, as amended; and
7. Issuance and sale of the Debt Securities and Guarantees in
accordance with the corporate authorization aforesaid.
This opinion letter is limited to the current Federal laws of the United
States and the current internal laws of the State of Indiana (without giving
effect to any conflict of law principles thereof) and we have not considered,
and express no opinion on, the laws of any other jurisdiction.
We consent to the use of our name under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Barnes & Thornburg
BARNES & THORNBURG