EXHIBIT 5.02
December 27, 1996
NSP Financing I
NSP Financing II
c/o Northern States Power Company
414 Nicollet Mall
Minneapolis, Minnesota 55401
Re: NSP Financing I and NSP Financing II
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Northern States Power
Company, a Minnesota corporation (the "Company"), NSP Financing I, a Delaware
business trust ("Trust I"), and NSP Financing II, a Delaware business trust
("Trust II") (Trust I and Trust II are hereinafter collectively referred to
as the "Trusts" and sometimes hereinafter individually referred to as a
"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 Trust I, dated December 23, 1996 as filed
with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on December 23, 1996;
(b) The Certificate of Trust of Trust II, dated December 23, 1996, as
filed with the Secretary of State on December 23, 1996;
NSP Financing I
NSP Financing II
December 27, 1996
Page 2
(c) The Declaration of Trust of Trust I, dated as of December 23, 1996
among the Company and the trustees of Trust I named therein;
(d) The Declaration of Trust of Trust II, dated as of December 23, 1996
among the Company and the trustees of Trust II named therein;
(e) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus with respect to the Trusts (the
"Prospectus"), relating to the Preferred Securities of the Trusts
representing preferred undivided beneficial interests in the assets of the
Trusts (each, a "Preferred Security" and collectively, the "Preferred
Securities"), filed by the Company and the Trusts with the Securities and
Exchange Commission on December 27, 1996;
(f) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided
beneficial interests in the assets of such Trust (including Exhibits A-1 and
A-2 and Annex I thereto) (collectively, the "Declarations" and individually,
a "Declaration"), attached as an exhibit to the Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated December
27, 1996, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (g) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (g) 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.
NSP Financing I
NSP Financing II
December 27, 1996
Page 3
For purposes of this opinion, we have assumed (i) that each of the
Declarations constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the
Declarations and the Certificates of Trust are in full force and effect and
have not been amended, (ii) except to the extent provided in paragraph 1
below, the 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 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
Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for such
Preferred Security, in accordance with the Declarations and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declarations 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 which 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. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust 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 applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
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
NSP Financing I
NSP Financing II
December 27, 1996
Page 4
Delaware. We note that the Preferred Security Holders may be obligated to
make payments as set forth in the Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to
the use of our name under the heading "Legal Matters" in the Prospectus
Supplement and "Validity of Securities" in the Prospectus. 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 out 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,
Richards, Layton & Finger
EAM