EXHIBIT 5.1
April 19, 2005
The Detroit Edison Company
2000 2nd Avenue
Detroit, Michigan 48226
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") filed by The Detroit Edison Company, a Michigan
corporation (the "Company"), Detroit Edison Trust I, a Delaware statutory trust
("Detroit Edison Trust I"), and Detroit Edison Trust II, a Delaware statutory
trust ("Detroit Edison Trust II", and together with the Detroit Edison Trust I,
the "Detroit Edison Trusts"), with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of 1933,
as amended (the "Securities Act"), up to $350,000,000 aggregate principal amount
of (a) debt securities (the "Debt Securities") of the Company, which may be
convertible or exchangeable into other securities, (b) trust preferred
securities (the "Preferred Securities") issued by a Detroit Edison Trust, and
(c) the guarantees (the "Guarantees") of the Company with respect to the
Preferred Securities (the $350,000,000 aggregate principal amount of securities
being in addition to $150,000,000 aggregate principal amount of securities
previously registered on Registration Statement No. 333-100000).
The Debt Securities will be issued under (i) a Collateral Trust
Indenture, dated as of June 30, 1993, as amended, supplemented or modified from
time to time, between the Company and J.P. Morgan Trust Company, National
Association, as successor trustee (the "Indenture"), or (ii) a Mortgage and Deed
of Trust dated October 1, 1924, as amended, between the Company and J.P. Morgan
Trust Company, National Association, as successor trustee (the "Mortgage").
I, as Vice President and General Counsel of the Company, in conjunction
with the members of the Legal Department of the Company, have examined such
certificates, instruments and documents (collectively, "Documents") and reviewed
such questions of law as I have considered necessary or appropriate for the
purposes of this opinion. In rendering this opinion, I have assumed without
independent verification, that (i) all signatures are genuine, (ii) all
Documents submitted to me as originals are authentic, (iii) all Documents
submitted to me as copies conform to the originals of such Documents, and (iv)
all Documents were duly authorized, executed and delivered by all parties and
are valid, binding and enforceable (other than the authorization, execution and
delivery of documents by the Company and the Detroit Edison Trusts and the
validity, binding effect and enforceability thereof upon the Company and the
Detroit Edison Trusts). My review has been limited to examining the Documents
and applicable law.
I note that the laws of the State of Delaware govern the issuance of the
Preferred Securities. Richards, Layton & Finger, P.A. will opine upon any
matters relating to Delaware law.
Based on the foregoing examination and review, it is my opinion that:
1. The Company is duly incorporated, validly existing and in good
standing as a corporation under the laws of the State of Michigan.
2. The issuance of Debt Securities has been duly authorized by all
requisite action (corporate or otherwise) of the Company, and when (i) the
Registration Statement has become effective under the Securities Act, (ii) the
issuance and sale of the Debt Securities has been authorized by order of the
Federal Energy Regulatory Commission ("FERC") and/or the Michigan Public Service
Commission ("MPSC"), (iii) the applicable supplemental indenture, supplementing
the Indenture and/or Mortgage pursuant to which the Debt Securities are to be
issued, shall have been duly executed and delivered and (iv) the Debt Securities
are authenticated by the applicable trustee in accordance with the Indenture
and/or the Mortgage and delivered against payment therefor, the Debt Securities
will be validly issued and binding obligations of the Company (except to the
extent enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization or other laws of general applicability
relating to or affecting creditors' rights and general equity principles,
regardless of whether enforceability is considered in a proceeding at law or
equity).
3. The issuance of the Guarantees has been duly authorized by all
requisite action (corporate or otherwise) of the Company, and when the
Guarantees shall have been duly executed and delivered by the parties thereto
and pursuant to the authority contained in an order of the FERC and/or MPSC, the
Guarantees will be valid and binding obligations of the Company (except to the
extent enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent transfer, reorganization or other laws of general applicability
relating to or affecting creditors' rights and general equity principles,
regardless of whether enforceability is considered in a proceeding at law or
equity).
I am qualified to practice law in the State of Michigan, and in rendering
this opinion, my examination of matters of law has been limited to, and I
express no opinion as to the application of the blue sky laws or laws of any
jurisdictions other than, the laws of the State of Michigan and the federal laws
of the United States. In giving this opinion, I have relied, with your consent,
as to matters of New York law upon the opinion of Hunton & Williams LLP. Hunton
& Williams LLP and Richards, Layton & Finger, P.A. may rely on this opinion as
to matters of Michigan law in rendering their opinions of even date herewith.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and reference to me under the caption
"Legal Matters" in the Registration Statement. In giving this consent, I do not
admit that I am within the category of persons whose consent is required by
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder by the Commission. I do not undertake to advise you of any changes in
the opinions expressed herein from matters that might hereafter arise or be
brought to my attention.
Very truly yours,
/s/ Thomas A. Hughes
Vice President and General Counsel