Exhibit 5(b)
(Letterhead of Worsham, Forsythe & Wooldridge, L.L.P.)
December 22, 1999
TXU Europe Limited
TXU Eastern Funding Company
The Adelphi
1-11 John Adam Street
London, England WC2N 6HT
Ladies and Gentlemen:
We have acted as United States counsel to TXU Europe Limited, a
private limited company incorporated under the laws of England and Wales
(Company), TXU Eastern Funding Company, a private unlimited company incorporated
under the laws of England and Wales (Funding), TXU Europe Funding I, L.P., a
Delaware limited partnership (Partnership) and TXU Europe Capital I, a Delaware
statutory business trust (Trust), in connection with the preparation and filing
by the Company, Funding, the Partnership and the Trust with the Securities and
Exchange Commission of a Registration Statement on Form S-1 (Registration
Statement) under the Securities Act of 1933, as amended, with respect to (i)
the preferred trust securities (Preferred Trust Securities) to be issued by
the Trust, (ii) the guarantee (Trust Guarantee) to be issued by the Company to
The Bank of New York, as trustee, for the benefit of the holders of the
Preferred Trust Securities, (iii) the preferred partnership securities
(Preferred Partnership Securities) to be issued by the Partnership, (iv) the
guarantee (Partnership Guarantee) to be issued by the Company to The Bank of
New York, as trustee, for the benefit of holders of the Preferred Partnership
Securities, (v) the junior subordinated debentures (Funding Debentures) to be
issued by Funding pursuant to an indenture (Funding Indenture), (vi) the
guarantee (Funding Guarantee) to be issued by the Company to The Bank of New
York, as trustee, for the benefit of the holders of Funding Debentures pursuant
to the terms of the Funding Indenture, and (vii) the guarantees (Subsidiary
Guarantees) to be issued by the Company to The Bank of New York, as
trustee, for the benefit of the holders of junior subordinated debentures
(Subsidiary Debentures) to be issued by one or more of the Company's eligible
subsidiaries (each, an Issuing Subsidiary and together, the Issuing
Subsidiaries), each pursuant to the terms of one or more indentures (Subsidiary
Indentures), each substantially in the form filed as exhibits to the
Registration Statement. In connection therewith, we have reviewed such
documents and records as we have deemed necessary to enable us to express our
opinion on the matters covered hereby.
Based upon the foregoing, we are of the opinion that:
1. Funding is a company duly incorporated and validly existing
under the laws of England and Wales.
2. The Company is a company duly incorporated and validly existing
under the laws of England and Wales.
3. All requisite action necessary to make the Trust Guarantee a
valid, legal and binding obligation of the Company will have been taken when:
a. the Board of Directors of the Company shall have taken such
action as may be necessary to authorize the issuance of the
Trust Guarantee,
b. the Board of Directors of the Company, or officers or
representatives duly authorized thereby, shall have taken
such action as may be necessary to fix and determine the
terms of the Trust Guarantee,
c. the Preferred Trust Securities shall be issued and sold in the
manner contemplated by the Registration Statement, and
d. the Trust Guarantee shall have been duly executed and delivered
by the parties thereto.
4. All requisite action necessary to make the Partnership Guarantee
a valid, legal and binding obligation of the Company will have been taken when:
a. the Board of Directors of the Company shall have taken such
action as may be necessary to authorize the issuance of the
Partnership Guarantee,
b. the Board of Directors of the Company, or officers or
representatives duly authorized thereby, shall have taken such
action as may be necessary to fix and determine the terms of the
Partnership Guarantee,
c. the Preferred Partnership Securities shall be issued and sold in
the manner contemplated by the Registration Statement, and
d. the Partnership Guarantee shall have been duly executed and
delivered by the parties thereto.
5. All requisite action necessary to make the Funding Debentures
and the Funding Guarantee valid, legal and binding obligations of Funding and
the Company, respectively, will have been taken when:
a. the Boards of Directors of Funding and the Company, as the case
may be, shall have taken such action as may be necessary to
authorize the issuance of the Funding Debentures and the Funding
Guarantee,
b. the Funding Indenture shall have been executed and delivered by
duly authorized officers or representatives of Funding and the
Company and by the trustee under the Funding Indenture, and
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c. the Boards of Directors of Funding and the Company, or officers
or representatives duly authorized thereby, shall have taken
such action as may be necessary, pursuant to the terms of the
Funding Indenture, to fix and determine the terms of the Funding
Debentures and the Funding Guarantee, and the Funding Debentures
and the Funding Guarantee shall have been issued and delivered
in accordance with the terms and provisions of the Funding
Indenture.
6. All requisite action necessary to make the Subsidiary Guarantees
valid, legal and binding obligations of the Company will have been taken when:
a. the Boards of Directors of each Issuing Subsidiary and the
Company, as the case may be, shall have taken such action as
may be necessary to authorize the issuance of the Subsidiary
Debentures and the Subsidiary Guarantees,
b. the Subsidiary Indentures shall have been executed and
delivered by duly authorized officers or representatives
of the Issuing Subsidiaries and the Company and by the
trustee under each Subsidiary Indenture, and
c. the Boards of Directors of each Issuing Subsidiary and the
Company, or officers or representatives duly authorized
thereby, shall have taken such action as may be necessary,
pursuant to the terms of the Subsidiary Indentures, to fix
and determine the terms of the Subsidiary Debentures and the
Subsidiary Guarantees, and the Subsidiary Debentures and the
Subsidiary Guarantees, and the Subsidiary Debentures and the
Subsidiary Guarantees shall have been issued and delivered in
accordance with the terms and provisions of the Subsidiary
Indentures.
We are members of the State Bar of Texas and do not hold ourselves
out as experts on the laws of England or on the laws of New York. As to all
matters of English law, we have with your consent relied upon an opinion of
even date herewith addressed to you by E.J. Lean, General Counsel to the
Company and Funding. 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, special United States counsel to the Company and Funding.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement.
Very truly yours,
WORSHAM, FORSYTHE &WOOLDRIDGE, L.L.P.
By: /s/ T. A. Mack
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A Partner
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