WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Exhibit 5(a)
December 10, 1998
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Reference is made to the Registration Statement
(Registration Statement) on Form S-3 to be filed by Texas
Utilities Company (Company) and TXU Capital I (Trust) on or about
the date hereof, with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the
registration of (i) securities (Securities) in an aggregate
amount of $400,000,000, including (a) debt securities (Debt
Securities) of the Company to be issued pursuant to the terms of
one or more indentures (each a Debt Securities Indenture); and
(b) preferred trust securities (Preferred Trust Securities) of
the Trust; (ii) the guarantee of the Company with respect to the
Preferred Trust Securities (the Guarantee); and (iii) the
Company's Junior Subordinated Debentures (Subordinated
Debentures) to be issued pursuant to the terms of an indenture
(Subordinated Indenture) and purchased by the Trust with the
proceeds of the sale of the Preferred Trust Securities. In
connection therewith, we have reviewed such documents and records
as we have deemed necessary to enable us to express an opinion on
the matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Texas.
2. All requisite action necessary to make any Debt
Securities valid, legal and binding obligations of the Company
will have been taken when:
a. A Debt Securities Indenture with respect to such
Debt Securities shall have been executed and delivered by a duly
authorized officer or representative of the Company and by the
trustee under such Debt Securities Indenture; and
b. The Board of Directors of the Company, or an
officer duly authorized thereby, shall have taken such action,
pursuant to the terms of such Debt Securities Indenture, as may
be necessary to fix and determine the terms of such Debt
Securities, and such Debt Securities shall have been issued and
delivered in accordance with the terms and provisions of such
Debt Securities Indenture.
3. All requisite action necessary to make any Guarantee a
valid, legal and binding obligation of the Company will have been
taken when the Board of Directors of the Company, or an officer
duly authorized thereby, shall have taken such action as may be
necessary to fix and determine the terms of such Guarantee and
such Guarantee shall have been duly executed and delivered by the
parties thereto.
4. All requisite action necessary to make any Subordinated
Debentures valid, legal and binding obligations of the Company
will have been taken when:
a. A Subordinated Indenture shall have been executed
and delivered by a duly authorized officer or representative of
the Company and by the trustee under such Subordinated Indenture;
and
b. The Board of Directors of the Company, or an
officer duly authorized thereby, shall have taken such action,
pursuant to the terms of such Subordinated Indenture, as may be
necessary to fix and determine the terms of such Subordinated
Debentures, and such Subordinated Debentures shall have been
issued and delivered in accordance with the terms and provisions
of such Subordinated Indenture.
We are members of the State Bar of Texas and do not
hold ourselves out as experts on the laws of New York. As to all
matters of New York law, we have with your consent relied upon an
opinion of even date herewith addressed to you by Thelen, Reid &
Priest, LLP of New York, New York.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the use of our name
as counsel in the Registration Statement and as authority for
certain of the statements incorporated by reference therein.
Very truly yours,
WORSHAM, FORSYTHE &
WOOLDRIDGE, L.L.P.
By: /s/ T. A. Mack
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A Partner