Exhibit 8
October 3, 2003
RE: ISSUANCE AND SALE OF PREFERRED SECURITIES
Southwestern Electric Power Company
1 Riverside Plaza
Columbus, Ohio 43215
SWEPCo Capital Trust I
c/o Southwestern Electric Power Company
1 Riverside Plaza
Columbus, Ohio 43215
Ladies and Gentlemen:
We have acted as tax counsel ("Tax Counsel") to Southwestern
Electric Power Company, a Delaware corporation (the "Company"), and SWEPCo
Capital Trust I, a statutory business trust created under the laws of the State
of Delaware (the "Trust"), in connection with the preparation and filing by the
Company and the Trust with the Securities and Exchange Commission (the
"Commission") of the Prospectus Supplement dated September 26, 2003 to the
Prospectus dated August 25, 2003 (together, the "Prospectus") which formed a
part of the Registration Statement on Form S-3 (as amended, the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to (i)
the issuance of the Series B Junior Subordinated Debentures (the "Subordinated
Debentures") by the Company pursuant to the Subordinated Indenture, dated as of
SOUTHWESTERN ELECTRIC POWER COMPANY
SWEPCO CAPITAL TRUST I -2- OCTOBER 3, 2003
September 1, 2003, as amended, supplemented by the First Supplemental Indenture,
dated as of October 1, 2003 (together, the "Indenture"), between the Company and
The Bank of New York, as trustee (in such capacity, the "Debenture Trustee"), in
exchange for Preferred Securities and Common Securities (as defined below) of
the Trust, in the form filed as an exhibit to the Registration Statement; (ii)
the issuance of the trust preferred securities (the "Preferred Securities") and
common securities (the "Common Securities", and together, the "Trust
Securities") in exchange for the Subordinated Debentures pursuant to the Amended
and Restated Declaration of Trust (the "Trust Agreement") among the Company, as
sponsor, The Bank of New York, as Property Trustee, The Bank of New York
(Delaware), as Delaware Trustee and the Administrative Trustees named therein,
in the form filed as an exhibit to the Registration Statement; and (iii) the
sale by the Company of the Preferred Securities to investors pursuant to the
Prospectus.
The Trust Securities are guaranteed by the Company with
respect to the payment of distributions and payments upon liquidation,
redemption and otherwise pursuant to, and to the extent set forth in, the
Guarantee Agreement ("the Guarantee"), between the Company and The Bank of New
York, as trustee (in such capacity, the "Guarantee Trustee"), for the benefit of
the holders of the Trust Securities, in the form filed as an exhibit to the
Registration Statement.
All capitalized terms used in this opinion letter and not
otherwise defined herein shall have the meaning ascribed to such terms in the
Registration Statement.
SOUTHWESTERN ELECTRIC POWER COMPANY
SWEPCO CAPITAL TRUST I -3- OCTOBER 3, 2003
In delivering this opinion letter, we have reviewed and relied
upon: (i) the Registration Statement; (ii) a form of the Indenture; (iii) a form
of the Subordinated Debenture; (iv) a form of the Trust Agreement; (v) a form of
the Guarantee; and (vi) forms of the Trust Securities, in the case of each
"form", as such form was filed as an exhibit to the Registration Statement. We
also have examined and relied upon originals, or duplicates or certified or
conformed copies, of such records of the Company and the Trust 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 of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all copies of documents
submitted to us. In addition, we also have assumed that the transaction related
to the issuance of the Subordinated Debentures and the Trust Securities will be
consummated in accordance with the terms of the documents and forms of documents
described herein.
On the basis of the foregoing, (i) assuming that the Trust was
formed and will be maintained in compliance with the terms of the Trust
Agreement, we hereby confirm our opinion set forth in the Prospectus under the
caption "Certain United States Federal Income Tax Consequences" and (ii) subject
to the qualifications and limitations set forth herein, we are of the opinion
that the statements set forth in the Prospectus under the caption "Certain
United States Federal Income Tax Consequences," insofar as they purport to
constitute summaries of matters of United States federal tax law and regulations
or legal conclusions
SOUTHWESTERN ELECTRIC POWER COMPANY
SWEPCO CAPITAL TRUST I -4- OCTOBER 3, 2003
with respect thereto, constitute accurate summaries of the matters described
therein in all material respects.
We express no opinion with respect to the transactions
referred to herein or in the Prospectus other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Trust Securities or transactions of the type
described herein and that our opinion is not binding on the Internal Revenue
Service or the courts, either of which could take a contrary position.
Nevertheless, we believe that the opinion expressed in the Prospectus, if
challenged, would be sustained by a court with jurisdiction in a properly
presented case.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the federal law of
the United States.
We hereby consent to the use of our name in the Registration
Statement under the caption "Certain United States Federal Income Tax
Consequences" and "Legal Opinions". Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
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SIMPSON THACHER & BARTLETT LLP