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Exhibit 99.2
[Letterhead of Richards, Layton & Finger, P.A.]
January 31, 2001
NorthWestern Corporation
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
NorthWestern Capital Financing III
c/o NorthWestern Corporation
125 S. Dakota Avenue, Suite 1100
Sioux Falls, South Dakota 57104
Re: NorthWestern Capital Financing III - 8.10% Trust Preferred Securities
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Ladies and Gentlemen:
We have acted as special Delaware counsel for NorthWestern
Corporation, a Delaware corporation (the "Company"), and NorthWestern Capital
Financing III, a Delaware business trust (formerly known as NWPS Capital
Financing III) (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated June 19,
1995, as filed in the office of the Secretary of State of the State of Delaware
(the "Secretary of State") on June 19, 1995;
(b) The Restated Certificate of Trust of the Trust, dated as
of June 30, 1998 (the "Certificate"), as filed in the office of the Secretary of
State on July 1, 1998;
(c) The Declaration of Trust of the Trust, dated as of June
19, 1995 (the "Original Declaration"), among the Company and the trustees of the
Trust named therein;
(d) The First Amendment to the Original Declaration, dated as
of June 30, 1998, among the Company and the trustees of the Trust named therein;
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NorthWestern Capital Financing III
January 31, 2002
Page 2
(e) The Registration Statement on Form S-3 (No. 333-82707),
filed by the Company, the Trust and others with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (together, the
"Registration Statement"), and the prospectus included in the Registration
Statement (the "Prospectus"), as supplemented to reflect the terms of the
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), and the terms of the offering of the
Preferred Securities pursuant to the Underwriting Agreement (as defined below),
as filed with the Securities and Exchange Commission (the "Prospectus
Supplement");
(f) The Amended and Restated Declaration of Trust of the
Trust, dated January 31, 2002 (including Annex I and Annex II thereto, the
"Declaration"), among the Company, as depositor, the trustees of the Trust named
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust;
(g) The Underwriting Agreement, dated January 24, 2002 (the
"Underwriting Agreement"), among the Company, the Trust and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., as representatives of the several
underwriters named therein; and
(h) A Certificate of Good Standing for the Trust, dated
January 31, 2002, obtained from the Secretary of State.
Capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (h) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (h) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
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NorthWestern Capital Financing III
January 31, 2002
Page 3
For purposes of this opinion, we have assumed (i) that the
Declaration and the Certificate are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
creation or due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its creation, organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Declaration and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1 The Trust has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
1. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
2. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.
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NorthWestern Capital Financing III
January 31, 2002
Page 4
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Legal
Opinions" in the Prospectus and "Legal Matters" in the Prospectus Supplement. In
giving the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
BJK/tld