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Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3000
________________, 2001
EME Homer City Generation L.P.
1750 Power Plant Road
Homer City, Pennsylvania 15748-8009
Re: EME Homer City Generation L.P.
Registration Statement on Form S-4
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Ladies and Gentlemen:
We are acting as special counsel to EME Homer City Generation
L.P., a Pennsylvania limited partnership (the "Partnership"), in connection
with the solicitation of consents (the "Consent Solicitation") from holders
of $300,000,000 aggregate principal amount of 8.137% Senior Secured Bonds due
2019 and $530,000,000 aggregate principal amount 8.734% Senior Secured Bonds
due 2026 (collectively, the "Old Bonds"), issued by Edison Mission Holdings
Co., a California corporation ("Holdings"), under the Indenture, dated as of
May 27, 1999 (the "Indenture"), by and between Holdings, as issuer, and the
United States Trust Company of New York, as trustee. The Indenture provides
that Holdings is the issuer of the Old Bonds. A Guarantee and Collateral
Agreement, dated as of March 18, 1999 (as amended, the "Guarantee and
Collateral Agreement"), by Edison Mission Holdings Co., Edison Mission
Finance Co., Homer City Property Holdings, Inc., Chestnut Ridge Energy Co.,
Mission Energy Westside, Inc., the Partnership and Edison Mission Energy in
favor of United Trust Company of New York, as Collateral Agent, provides that
the Partnership, along with other direct and indirect subsidiaries of
Holdings, is a guarantor of Holdings' obligations on the Old Bonds. When the
consents required under the Indenture are received pursuant to the Consent
Solicitation, the Partnership proposes to enter into a sale-leaseback transac
tion (the "Transaction"), which contemplates that Homer City Funding LLC, a
Delaware limited liability company ("Homer City Funding"), will assume all
obligations under the Old Bonds, and that Holdings, the Partnership and the
other subsidiaries of Holdings that have guaranteed the Old Bonds, will be
released from their respective obligations under the Old Bonds. As a result
of the Transaction, Homer City Funding, as issuer, and The Bank of New York,
as trustee (the "Trustee") will enter into an amended and restated Indenture
(the "Amended and Restated Indenture"), which will provide for the issuance
by Homer City Funding of 8.137% Senior Secured Bonds due 2019 (the "Series A
New Bonds") and 8.734% Senior Secured Bonds due
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EME Homer City Generation L.P.
__________, 2001
Page 2
2026 (the "Series B New Bonds" and, together with the Series A New Bonds, the
"New Bonds") in replacement of like principal amounts of the respective Old
Bonds.
This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of:
(i) the Registration Statement on Form S-4 (File No. 333-70068)
relating to the consent solicitation and the issuance of the New
Bonds filed with the Securities and Exchange Commission (the
"Commission") on September 24, 2001, under the Act (the
"Registration Statement");
(ii) Amendment No. 1 to the Registration Statement filed with the Commis
sion on September 25, 2001;
(iii) the Indenture;
(iv) the Guarantee and Collateral Agreement;
(v) a form of the Amended and Restated Indenture;
(vi) the limited liability company agreement of Homer City Funding,
dated ________________, 2001;
(vii) certain resolutions adopted by the members of Homer City Funding
relating to the Consent Solicitation and the Transaction, the New
Bonds, the entry into the Amended and Restated Indenture and
related matters;
(viii) the form of the Old Bonds;
(ix) the form of the New Bonds; and
(x) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement.
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EME Homer City Generation L.P.
__________, 2001
Page 3
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of Homer City Funding and such
agreements, certificates of public officials, certificates of officers or other
representatives of Homer City Funding and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In our examination, 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, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than Homer City Funding, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. 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 Homer City Funding and others.
In rendering the opinion set forth above, we have assumed that the
execution and delivery by Homer City Funding of the Amended and Restated
Indenture and the New Bonds and the performance by Homer City Funding of its
obligations thereunder do not and will not violate, conflict with or constitute
a default under any agreement or instrument to which Homer City Funding or its
properties is subject.
Our opinion set forth herein is limited to the Limited Liability
Company Act of the State of Delaware and the laws of the State of New York which
are normally applicable to transactions of the type contemplated by the Consent
Solicitation and, to the extent that judicial or regulatory orders or decrees or
consents, approvals, licenses, authorizations, validations, filings, recordings
or registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined-on law on the
opinions herein stated.
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EME Homer City Generation L.P.
__________, 2001
Page 4
Based upon and subject to the foregoing, and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the consents required under the Indenture have been received
as set forth in the Consent Solicitation, when the Amended and Restated
Indenture has been entered into, and when the New Bonds, in the form examined by
us, have been duly executed and authenticated in accordance with the terms of
the Amended and Restated Indenture and have been delivered, as contemplated by
the Consent Solicitation upon consummation of the Transaction, in replacement of
the Old Bonds, (i) the Series A New Bonds will constitute valid and binding
obligations of Homer City Funding and (ii) the Series B New Bonds will
constitute valid and binding obligations of Homer City Funding, in each case,
enforceable against Homer City Funding in accordance with their terms, except to
the extent that enforcement thereof may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (B)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Amendment No. 1. We also consent to the reference to our
firm under the caption "Legal Matters" in the consent solicitation statement
included in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,