EXHIBIT 5.1
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
December 7, 1999
Duke Capital Corporation
526 South Church Street
Charlotte, North Carolina 28202
Re: Registration Statement on Form S-3
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Dear Sirs:
We are acting as counsel to Duke Capital Corporation (the "Corporation") in
connection with the preparation of a Registration Statement on Form S-3 (the
"Registration Statement"), including a preliminary prospectus and preliminary
prospectus supplements, which is to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), for the registration under the Act of (1) Junior Subordinated Notes (the
"Junior Subordinated Notes") to be issued by the Corporation, (2) Trust
Preferred Securities (liquidation amount $ per Trust Preferred Security) to be
issued by Duke Capital Financing Trust IV, Duke Capital Financing Trust V and
Duke Capital Financing Trust VI, (3) the Corporation's Guarantees (as defined in
the Registration Statement) with respect to such Trust Preferred Securities and
(4) Senior Notes (the "Senior Notes") to be issued by the Corporation. The
Junior Subordinated Notes will be issued pursuant to supplemental indentures
between the Corporation and the trustee named therein (the "Subordinated
Supplemental Indentures") to the subordinated indenture, as supplemented,
between the Corporation and the trustee named therein (the "Subordinated
Indenture"), the Guarantees will be issued pursuant to separate guarantee
agreements between the Corporation and the trustee named therein (the "Guarantee
Agreements") and the Senior Notes will be issued pursuant to supplemental
indentures between the Corporation and the trustee named therein (the "Senior
Supplemental Indentures") to the senior indenture, as supplemented, between the
Corporation and the trustee named therein (the "Senior Indenture"), in each case
substantially in the respective forms filed as exhibits to the Registration
Statement.
We are of the opinion that, upon compliance with the pertinent provisions of
the Act and the Trust Indenture Act of 1939, as amended, upon compliance with
applicable securities or blue sky laws of various jurisdictions and upon the
adoption of appropriate resolutions by the Board of Directors of the Corporation
or a duly authorized committee thereof, when the Subordinated Supplemental
Indentures, the Guarantee Agreements and the Senior Supplemental Indentures have
been duly executed and delivered by the proper officers of the Corporation
and the trustees named therein, and when the Junior Subordinated Notes, the
Guarantees and the Senior Notes have been executed, authenticated and delivered
in accordance with the terms of the Subordinated Indenture as supplemented by
the relevant Subordinated Supplemental Indenture, the relevant Guarantee
Agreement and the Senior Indenture as supplemented by the relevant Senior
Supplemental Indenture, as the case may be, the Junior Subordinated Notes, the
Guarantees and the Senior Notes will be valid, binding and legal obligations of
the Corporation (subject to applicable bankruptcy, moratorium and similar laws
from time to time in force and to general principles of equity, whether
considered in a proceeding at law or in equity).
The foregoing opinion is limited solely to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements with respect to our firm under the
caption "Validity of the Securities" in the Registration Statement. In giving
the foregoing consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP