EXHIBIT 5.2
[MARSHALL HILL CASSAS & de LIPKAU]
December 29, 2000
AGL Capital Corporation
AGL Resources, Inc.
817 West Peachtree Street, N.W.
Atlanta, Georgia 30308
Re: Registration Statement on Form S-3 of AGL Capital Corporation
and AGL Resources, Inc.
Ladies and Gentlemen:
We have acted as counsel to AGL Capital Corporation, a Nevada corporation
("AGL Capital"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") and the filing thereof with the Securities and
Exchange Commission (the "Commission"), relating to the registration under the
Securities Act of 1933, as amended, of an aggregate of $300,000,000 in principal
amount of unsecured debt securities (the "Debt Securities") to be issued by AGL
Capital and the guarantees of AGL Resources, Inc., a Georgia corporation ("AGL
Resources") which will be issued in connection with the Debt Securities (the
"Guarantees") under an indenture by and among AGL Capital, AGL Resources and The
Bank of New York, as trustee (the "Indenture"). The Debt Securities and the
Guarantees are referred to collectively as the "Securities." The Securities are
to be issued in one or more series and are to be sold from time to time on a
delayed or continuous basis as set forth in the Registration Statement, the
Prospectus contained therein and any amendments or supplements thereto.
Our Opinion (as defined below) is furnished solely with regard to the
Registration Statement, pursuant to Item 16 of Form S-3 and Item 601(b)(5) of
Regulation S-K, may be relied upon only in connection with the Registration
Statement and may not otherwise be used, quoted or referred to by or filed with
any other person or entity without our prior written permission. The only
opinion rendered consists of the matter set forth at the top of page 3 of this
letter (our "Opinion"), and no opinion is implied or to be inferred beyond such
matter. Additionally, our Opinion is based on and subject to the
qualifications, limitations and exceptions set forth in this letter.
In rendering our Opinion, we have examined copies of only the following
documents:
(i) the Registration Statement;
(ii) the Indenture;
AGL Capital Corporation
AGL Resources, Inc.
December 29, 2000
Page 2
(iii) the Articles of Incorporation of AGL Capital as filed with the
Nevada Secretary of State's Office on September 15, 2000;
(iv) a copy of the Bylaws of AGL Capital as adopted by the Board of
Directors of AGL Capital on September 25, 2000;
(v) Unanimous Written Consent of the Board of Directors of AGL Capital
authorizing the issuance, in one or more public or private sales, of
up to $300,000,000 in aggregate, principal amount of the Debt
Securities having a maturity of not less than 9 months, nor more
than 50 years, with the amount, timing and terms of each such issue
and sale to be determined by or pursuant to procedures established
by a pricing committee (the "Pricing Committee"), authorizing the
Corporation to enter into an indenture with respect to the Debt
Securities and authorizing the preparation and filing with the
Securities and Exchange Commission of a registration statement on
Form S-3 relating to the public offerings of the Debt Securities,
and other matters related thereto, such consent dated as of December
28, 2000; and
(vi) Certificate of Paul R. Shlanta, President of AGL Capital, dated
December 28, 2000.
In making all of our examinations, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity and
completeness of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as copies, and the
authenticity of the originals of such documents. We also have assumed the due
execution and delivery of all documents by any persons or entities where due
execution and delivery by such persons or entities is a prerequisite to the
effectiveness of such documents. We have further assumed that at the time of
execution, authentication, issuance and delivery of the Debt Securities and the
Guarantees, the Indenture will have been duly executed and delivered by AGL
Capital and AGL Resources and will be the valid and legally binding obligation
of the Trustee.
As to all questions of fact that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of an officer of
AGL Capital and certificates of various public officials. We have not
independently verified or investigated, nor do we assume any responsibility for,
the factual accuracy or completeness of such factual statements.
The members of this firm are admitted to the bar of the State of Nevada and
are duly qualified to practice law in that state. We do not herein express any
opinion concerning any matter respecting or affected by any laws other than the
laws of the State of Nevada that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in transactions such
as those contemplated by the issuance and sale of the Debt Securities and
Guarantees. The
AGL Capital Corporation
AGL Resources, Inc.
December 29, 2000
Page 3
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof and we expressly disclaim any obligation to
advise you of any changes to such pertinent laws or facts that may hereafter
come to our attention.
Based upon and subject to the foregoing, and assuming (a) that the Board of
Directors of AGL Resources, or a committee thereof, and the Board of Directors
of AGL Capital or duly constituted Pricing Committee thereof duly authorizes by
proper corporate action the terms and issuance of the Debt Securities and the
Guarantees pursuant to the terms of the Indenture, (b) the due execution,
authentication, issuance and delivery of the Debt Securities by AGL Capital upon
payment of the consideration therefor as provided in the applicable purchase,
underwriting or similar agreement duly approved by the requisite corporate
action by AGL Resources and AGL Capital and otherwise in accordance with the
provisions of the Indenture and (c) the due issuance of the Guarantees, we are
of the opinion that the Debt Securities will constitute valid and binding
obligations of AGL Capital.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" set forth in the prospectus forming a part of the Registration
Statement.
MARSHALL HILL CASSAS & de LIPKAU
By /s/ John P. Fowler
---------------------------------
John P. Fowler, Esq.
JPF/lbe