Exhibit 5(b)(i)
October 3, 2003
SWEPCo Capital Trust I
c/o Southwestern Electric Power Company
1 Riverside Plaza
Columbus, Ohio 43215
Re: SWEPCO CAPITAL TRUST I
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Ladies and Gentlemen:
We have acted as special Delaware counsel for SWEPCo Capital
Trust I, a Delaware statutory trust ("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, as filed with the
office of the Secretary of State of the State of Delaware
(the "Secretary of State") on August 15, 2003;
(b) The Trust Agreement of the Trust, dated as of August 15,
2003, between Southwestern Electric Power Company, a
Delaware corporation (the "Company") and the trustees
named therein;
(c) The Prospectus, dated August 25, 2003 and the Prospectus
Supplement dated September 26, 2003 (collectively, the
"Prospectus"), relating to the Flexible Trust 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");
(d) The Amended and Restated Trust Agreement, dated as of
September 1, 2003 (the "Trust Agreement"), among 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; and
(e) A Certificate of Good Standing for the Trust, dated
September 30, 2003, obtained from the Secretary of State.
SWEPCo Capital Trust I
c/o Southwestern Electric Power Company
October 3, 2003
Page 2
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed in paragraphs (a) through (e) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) 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.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement will constitute 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 Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and will not be
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
Trust Security was issued by the Trust (collectively, the "Preferred Trust
Security Holders") of a Preferred Trust Security Certificate for such Preferred
Trust Security and the payment for such Preferred Trust Security, in accordance
with the Trust Agreement and the Prospectus, and (vii) that the Preferred Trust
Securities were authenticated, issued and sold to the Preferred Trust Security
Holders in accordance with the Trust Agreement and the Prospectus. We have not
participated in the preparation of the Prospectus 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
SWEPCo Capital Trust I
c/o Southwestern Electric Power Company
October 3, 2003
Page 3
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 statutory trust under the Statutory Trust Act.
2. The Preferred Trust Securities of the Trust 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.
3. The Preferred Trust Security Holders, as beneficial owners
of the Trust, are 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 Trust
Security Holders may be obligated to make payments as set forth in the Trust
Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit the to the Company's filing of Form 8-K.
We hereby consent to the use of our name in the Company's filing of Form 8-K. 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.
Very truly yours,
s/ Richards, Layton & Finger
EAM/RJF