Exhibit 5(b) and 8
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NY 10019-4097
TELEPHONE (212) 603-2000
FAX (212) 603-2001
(212) 603-2108
New York, New York
July 8, 1997
Tucson Electric Power Company
220 West Sixth Street
Tucson, Arizona 85701
Ladies and Gentlemen:
We are acting as counsel to Tucson Electric Power
Company, an Arizona corporation (the "Company"), in connection
with the filing by the Company of a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), relating to the registration of
one million shares (the "Shares") of the Company's Common Stock,
without par value ("Common Stock"), to be issued under its
Investment Plus Plan (the "Plan").
For purposes of this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, which
incorporates the Plan in its entirety; (ii) the Amended and
Restated Articles of Incorporation and Bylaws of the Company, as
in effect on the date hereof; (iii) resolutions adopted by the
Board of Directors of the Company relating to the adoption of the
Plan and the reservation of Common Stock for issuance thereunder;
and (iv) such other documents, certificates or other records as
we have deemed necessary or appropriate.
Based upon the foregoing, and subject to the
qualifications hereinafter expressed, we are of the opinion that:
(1) The Company is a corporation duly organized,
validly existing and in good standing under the
laws of the State of Arizona;
(2) With respect to outstanding shares of Common Stock
to be purchased in the open market for sale
pursuant to the Plan, when
(a) the Registration Statement shall have become
effective under the Act, and
(b) such shares of Common Stock shall have been
so purchased,
such Common Stock will have been legally and
validly issued and will be fully paid and
nonassessable; provided, however, that with
respect to Common Stock heretofore issued pursuant
to employee benefit plans and other offerings to
employees and/or shareholders, we have necessarily
assumed, without investigation, that the
certificates for such Common Stock have been duly
countersigned and registered by a transfer agent
and registrar and that, upon the issuance of such
Common Stock the Company received the full
consideration therefor authorized by the Company's
Board of Directors; and provided, further, that
this opinion does not extend to Common Stock,
issued subsequent to the date hereof, except as
contemplated in subparagraph (3) below; and
(3) With respect to authorized but unissued Shares of
Common Stock to be issued and sold pursuant to the
Plan, when
(a) the Registration Statement shall have become
effective under the Act,
(b) the Company shall have received all necessary
regulatory approvals required for the
issuance and sale of the Shares in accordance
with the Plan,
(c) the purchase price of the Shares shall have
been paid, and
(d) the Shares shall have been issued in
accordance with the terms of the Plan,
such Common Stock will have been validly issued
and will be fully paid and nonassessable.
We are further of the opinion that the statements
contained in the Prospectus portion of the Registration Statement
under the caption "FEDERAL INCOME TAX INFORMATION" describing
certain federal income tax consequences to holders of the Shares
issued pursuant to the Plan, as qualified therein, constitutes an
accurate description, in general terms, of the indicated United
States Federal income tax consequences to holders of such Shares.
As members of the New York bar, we do not hold
ourselves out as experts of the laws of other jurisdictions other
than the laws of the United States and, to the extent the
opinions expressed are dependent upon matters governed by the law
of the State of Arizona, we have relied, with your consent, upon
the opinion of even date herewith rendered to you by Dennis R.
Nelson, Esq.
This letter is not being delivered for the benefit of,
nor may it be relied upon by, the holders of Common Stock or any
other party to which it is not specifically addressed or to which
reliance has not been expressly permitted hereby.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as Exhibit 5(b) and 8 to
the Registration Statement.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP