EXHIBIT 5(C)
MORRIS, JAMES, HITCHENS & WILLIAMS LLP
222 Delaware Avenue, 10th Floor
Wilmington, Delaware 19801-1621
(302) 888-6800
Facsimile (302) 888-6989
www.morrisjames.com
Mailing Address
P.O. Box 2306
Wilmington, DE 19899-2306
June 8, 2004
Florida Power & Light Company
Florida Power & Light Company Trust I
700 Universe Boulevard
Juno Beach, Florida 33408
RE: FLORIDA POWER & LIGHT COMPANY TRUST I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Florida Power & Light
Company, a Florida corporation ("FPL"), and Florida Power & Light Company Trust
I, a Delaware statutory trust (the "Trust"), for the purpose of giving the
opinions set forth herein. At your request, this opinion letter 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 furnished to us of the following:
(a) The Certificate of Trust of the Trust, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary
of State") on June 2, 2004 (the "Certificate");
(b) The Trust Agreement of the Trust, dated as of June 2, 2004, by
and among FPL, as depositor, and the trustees of the Trust named
therein (the "Initial Trust Agreement");
(c) The Registration Statement (the "Registration Statement") on Form
S-3, including a prospectus (the "Prospectus"), relating, among
other things, to the Preferred Trust Securities of the Trust
representing undivided beneficial ownership interests in the
MORRIS, JAMES, HITCHENS & WILLIAMS LLP
Florida Power & Light Company
Florida Power & Light Company Trust I
June 8, 2004
Page 2
assets of the Trust (each, a "Preferred Trust Security" and
collectively, the "Preferred Trust Securities"), as proposed to
be filed by FPL, the Trust, and Florida Power & Light Company
Trust II, a Delaware statutory trust, with the Securities and
Exchange Commission ("Commission") on or about the date hereof
(other than the documents incorporated by reference);
(d) A form of Amended and Restated Trust Agreement of the Trust
(including Exhibits A, B, C and D attached thereto) (the "Trust
Agreement"), to be entered into among FPL, the trustees of the
Trust named therein, and the holders, from time to time, of
preferred undivided beneficial interests in the assets of the
Trust, filed as an exhibit to the Registration Statement; and
(e) A Certificate of Good Standing for the Trust, dated a recent
date, obtained from the Secretary of State.
Unless otherwise defined herein, all capitalized terms used in this
opinion letter shall have the respective meanings provided in the Initial Trust
Agreement, except that reference herein to any document shall mean such document
as in effect on the date hereof.
For purposes of this opinion letter, we have relied upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, and such other certificates or documents as
we have considered necessary or appropriate for the purposes of this opinion
letter, 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 letter, we have assumed (i) that the
Trust Agreement 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 Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended; (ii) except
to the extent provided in paragraph 1 below, the due creation, due formation or
due organization, as the case may be, and the valid existence in good standing
of each party to the documents examined by us under the laws of the jurisdiction
MORRIS, JAMES, HITCHENS & WILLIAMS LLP
Florida Power & Light Company
Florida Power & Light Company Trust I
June 8, 2004
Page 3
governing its creation, formation or organization; (iii) the legal capacity of
natural persons who are parties or signatories 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) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents; (vi) the receipt by each
Person to whom a Preferred Trust Security is to be issued by the Trust
(collectively, the "Preferred Trust Security Holders") of a Preferred Trust
Securities Certificate for the Preferred Trust Security and the payment for the
Preferred Trust Security acquired by it, in accordance with the Trust Agreement,
and as described in the Prospectus; and (vii) that the Preferred Trust
Securities are issued to the Preferred Trust Security Holders in accordance with
the Trust Agreement. We have not participated in the preparation of the
Registration Statement or Prospectus and assume no responsibility for its
contents.
The opinions in this letter are limited to the laws of the State of
Delaware (other than the securities laws of the State of Delaware) and we have
not considered and express no opinion on the effect of or concerning matters
involving the laws of any other jurisdiction, or rules, regulations, orders and
decisions relating to such laws, including, without limitation, the federal laws
of the United States of America.
Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. The Trust has been duly formed and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.
ss.3801 et seq.
2. The Preferred Trust Securities will be validly issued, and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
non-assessable undivided beneficial ownership interests in the assets of the
Trust.
3. The Preferred Trust Security Holders, as beneficial owners of the
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 Delaware. We note that the Preferred Trust
Security Holders may be obligated to make payments and provide indemnity and/or
security as set forth in the Trust Agreement.
We consent to the filing of this opinion letter with the Commission as
an exhibit to the Registration Statement. In addition, we hereby consent to the
use of our name under the heading "Legal Opinions" in the Prospectus. In giving
MORRIS, JAMES, HITCHENS & WILLIAMS LLP
Florida Power & Light Company
Florida Power & Light Company Trust I
June 8, 2004
Page 4
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 Commission thereunder. We
also consent to the reliance by Steel Hector & Davis LLP and Thelen Reid &
Priest LLP as to all matters of Delaware law upon this opinion in connection
with opinions to be rendered by them on the date hereof. Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other Person or relied upon for any other purpose.
Very truly yours,
/s/ Morris, James, Hitchens & Williams LLP