Exhibit 5.2
February 28, 2000
Edison Mission Holdings Co.
18101 Van Karman Avenue
Irvine, California 92612
Re: Edison Mission Holdings Co.; Registration Statement on Form S 4
$300,000,000 principal amount of 8.137% Senior Secured Bonds due 2019
and $530,000,000 principal amount of 8.734% Senior Secured Bonds due 2026
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Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to EME Homer City Generation
L.P., a Pennsylvania limited partnership ("EME HOMER CITY"), Edison Mission
Holdings Co., a California corporation (the "COMPANY"), and the other
corporations listed on Exhibit A attached hereto (EME Homer City, the Company
and such other corporations collectively, the "ISSUER PARTIES"), in
connection with the public offering by the Company of $300,000,000 aggregate
principal amount of its 8.137% Senior Secured Bonds due 2019, and
$530,000,000 aggregate principal amount of its 8.734% Senior Secured Bonds
due 2026 (collectively, the "EXCHANGE BONDS"). The Exchange Bonds are to be
issued, in exchange for a like principal amount of the issued and outstanding
8.137% Senior Secured Bonds due 2019 and 8.734% Senior Secured Bonds due 2026
of the Company (collectively the "ORIGINAL SECURITIES"), under the Indenture,
dated as of May 27, 1999 (the "INDENTURE"), by and between the Company and
United States Trust Company of New York, as trustee (the "TRUSTEE"), as
contemplated by the Registration Rights Agreement, dated as of May 27, 1999
(the "REGISTRATION RIGHTS AGREEMENT"), by and among the Company, Lehman
Brothers Inc., Credit Suisse First Boston Corporation, SG Cowen Securities
Corp. and Salomon Smith Barney Inc. (collectively, the "INITIAL PURCHASERS").
In our capacity as EME Homer City's special Pennsylvania counsel in
connection with this opinion, we have reviewed only the following documents:
(a) Amendment No. 1 to the Registration Statement on Form S-4 (File
No 333-92047) (the "REGISTRATION STATEMENT") relating to the Exchange
Bonds and the guarantees thereof to be filed with the Securities and
Exchange Commission (the "COMMISSION") on the date hereof under the
Securities Act of 1933, as amended (the "ACT");
(b) the Indenture;
Edison Mission Holdings Co.
February 28, 2000
Page 2
(c) the Registration Rights Agreement;
(d) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement;
(e) the Guarantee and Collateral Agreement, dated as of March 18, 1999,
as amended by Amendment No. 1, dated as of May 27, 1999 (as so
amended, the "GUARANTEE"), made by the Issuer Parties in favor of
United States Trust Company of New York, as collateral agent (in such
capacity, the "COLLATERAL AGENT").
The documents listed in clauses (a) through (e) above are sometimes
hereinafter referred to collectively as the "OPERATIVE DOCUMENTS." We have
also made such investigations of law as we have deemed appropriate for the
purposes of the opinions set forth herein.
Based on the foregoing, and subject to the assumptions, qualifications and
exceptions set forth herein, we are of the opinion that to the extent that
Pennsylvania law may apply (notwithstanding that the Guarantee provides it is
to be governed by the laws of the State of New York), and assuming that the
Issuer Parties procure such consents, approvals, authorizations,
registrations and qualifications as may be required under all state
securities or Blue Sky laws in connection with the purchase and distribution
of the Original Securities and the Exchange Bonds, when the Guarantee has
been duly executed and delivered and the Exchange Bonds have been duly issued
and authenticated in accordance with the terms of the Indenture and have been
delivered upon consummation of the Exchange Offer referred to in the
Registration Statement (herein, the "EXCHANGE OFFER") against receipt of
Original Securities surrendered in exchange therefor in accordance with the
terms of the Exchange Offer, the Guarantee will constitute the valid and
binding obligation of EME Homer City enforceable against EME Homer City in
accordance with its terms, except to the extent that enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer and other similar laws now or hereafter in effect
relating to creditors' rights generally and by general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity).
The opinion set forth above is subject to the following assumptions,
qualifications and exceptions:
(a) We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as copies, and the authenticity of the
originals of such documents. We have also assumed the due authorization,
execution and delivery of all documents to be delivered by any one or more of
the parties to the Operative Documents (other than EME Homer City), that such
parties are duly organized, validly existing and in good standing in the
jurisdictions in which such parties are organized, that all such parties
Edison Mission Holdings Co.
February 28, 2000
Page 3
have all requisite power, authority and legal right to enter into, perform
their obligations under, grant and perfect the security interests granted in,
and complete the transactions described in the Operative Documents, and that
each of the Operative Documents is the legal, valid, binding and enforceable
obligation of each of the parties thereto (other than EME Homer City) and is
in full force and effect in accordance with its terms. We have further
assumed that (i) the Initial Purchasers, the Collateral Agent and the
Trustee have complied with all laws, regulations, ordinances and orders of
public authorities applicable to each of them with respect to the
transactions contemplated by the Operative Documents and (ii) except for the
Guarantee, there are no documents or agreements between any of the Initial
Purchasers, the Trustee, the Collateral Agent and the Issuer Parties which
would expand or otherwise modify the obligations of the Issuer Parties
contained in the Guarantee so as to have an effect on the opinions expressed
herein. We understand that you are separately receiving opinions with respect
to certain aspects of the foregoing from other counsel, and we are advised
that such opinions contain qualifications. Our opinions set forth herein are
based on the assumptions specified above, and we do not express any opinion
as to the effect on the opinions set forth herein of any qualifications
contained in such other opinions.
(b) We advise you that provisions of the Guarantee releasing a party
from or indemnifying it against liability for its own misconduct, for
violations of law, or wrongful or negligent acts, may be unenforceable under
certain circumstances.
(c) No opinion is herein expressed with respect to the subject matter
jurisdiction of the United States District Court for the Southern District of
New York to adjudicate any controversy related to the Guarantee.
(d) Certain remedies purportedly available to the Collateral Agent and
certain waivers made by EME Homer City pursuant to the terms of the Guarantee
may not be available or enforceable under applicable law, but in our opinion
the inclusion of such provisions does not affect the validity of the
Guarantee as a whole nor cause the Guarantee, taken as a whole, to lack
adequate remedial provisions for the practical realization of the benefits
intended to be provided by the Guarantee except for the economic consequences
of any delay in enforcement.
(e) No opinion is herein expressed as to the enforceability of any
provision of the Guarantee which purports to appoint the Collateral Agent or
others as the agent or attorney-in-fact of EME Homer City.
(f) We express no opinion as to the creation, perfection or priority of
any lien on or security interest in any real or personal property, tangible
or intangible, providing or intended to provide collateral security, nor as
to the existence of or title to, or the adequacy of the description of, any
real or personal property.
Edison Mission Holdings Co.
February 28, 2000
Page 4
The opinions set forth herein are limited to the laws of the Commonwealth of
Pennsylvania (excluding the principles of conflicts of laws) which are
normally applicable to transactions of the type contemplated by the Exchange
Offer; and we express no opinion herein to any other laws or with respect to
the laws of any other jurisdiction. We undertake no obligation to amend or
supplement this opinion in the event such laws change after the date of this
letter, nor in the event we become aware after the date of this letter of any
facts that might affect the opinions set forth herein.
The opinions set forth in this letter are limited to the matters expressly
set forth herein, and no other opinions may be inferred beyond those
expressly set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that
we come within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit A
Other Issuer Parties
1. Edison Mission Finance Co., a California corporation
2. Homer City Property Holdings, Inc., a California corporation
3. Chestnut Ridge Energy Company, a California corporation
4. Mission Energy Westside, Inc., a California corporation
5. Edison Mission Energy, a California corporation