Exhibit 5.2
Letterhead of Reliant Resources, Inc.
December 10, 2003
Re: Reliant Resources, Inc.
and the Subsidiary Guarantors listed on Schedule I hereto
Registration Statement on Form S-4
Ladies and Gentlemen:
I am Vice President and Associate General Counsel of Reliant Resources,
Inc., a Delaware corporation (the "Company"), and I am authorized by the Company
to execute and deliver this opinion.
I have acted as counsel to the Company and each of the subsidiaries of
the Company listed on Schedule I hereto (the "Subsidiary Guarantors" and
together with the Company, the "Reliant Parties") in connection with the public
offering of (i) $550,000,000 aggregate principal amount of 9.25% Senior Notes
due 2010 (the "9.25% Exchange Notes") of the Company and (ii) $550,000,000
aggregate principal amount of 9.50% Senior Notes due 2013 (the "9.50% Exchange
Notes," and together with the 9.25% Exchange Notes, the "Exchange Notes") of the
Company.
The Indenture, dated as of July 1, 2003 (the "9.25% Notes
Indenture"), by and among the Company, the Subsidiary Guarantors and Wilmington
Trust Company, as trustee (the "Trustee"), provides for the guarantee of the
9.25% Exchange Notes by the Subsidiary Guarantors (the "9.25% Exchange Notes
Guarantees") to the extent set forth in the 9.25% Notes Indenture. The
Indenture, dated as of July 1, 2003 (the "9.50% Notes Indenture," and together
with the 9.25% Notes Indenture, the "Indentures"), by and among the Company, the
Subsidiary Guarantors and the Trustee, provides for the guarantee of the 9.50%
Exchange Notes by the Subsidiary Guarantors (the "9.50% Exchange Notes
Guarantees," and together with the 9.25% Exchange Notes Guarantees, the
"Guarantees") to the extent set forth in the 9.50% Notes Indenture.
Reliant Resources, Inc.
December 10, 2003
Page 2
Pursuant to an exchange offer (the "Exchange Offer"), (i) the 9.25%
Exchange Notes are to be issued in exchange for a like principal amount of the
issued and outstanding 9.25% Senior Notes due 2010 of the Company (the "Original
9.25% Notes") under the 9.25% Notes Indenture and (ii) the 9.50% Exchange Notes
are to be issued in exchange for a like principal amount of the issued and
outstanding 9.50% Senior Notes due 2013 of the Company (the "Original 9.50%
Notes") under the 9.50% Notes Indenture, each as contemplated by the Exchange
and Registration Rights Agreement, dated July 1, 2003 (the "Exchange and
Registration Rights Agreement"), by and among the Company, the Subsidiary
Guarantors, Banc of America Securities LLC, Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and Barclays Capital Inc.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
I, or attorneys under my supervision, have examined and are familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of such documents, corporate records and other instruments as I have deemed
necessary or appropriate in connection with this opinion, including:
(i) the Registration Statement on Form S-4 (the "Registration
Statement") filed on July 24, 2003 by the Company with the
Securities and Exchange Commission relating to the Exchange
Notes and the Guarantees;
(ii) an executed copy of the Exchange and Registration Rights
Agreement;
(iii) executed copies of the Indentures, including the terms and
provisions of the Guarantees;
(iv) the certificate of formation, certificate of incorporation,
partnership agreement, limited liability company agreement and
the by-laws, as the case may be, as amended or restated to the
date hereof, of each Reliant Party;
(v) certain corporate, partnership and limited liability company
records, as the case may be, of each Reliant Party;
Reliant Resources, Inc.
December 10, 2003
Page 3
(vi) certain resolutions adopted by the members of the Board of
Directors or other governing body of each Reliant Party
relating to the Exchange Offer, the Indentures, the issuance
of the Guarantees by the Subsidiary Guarantors and related
matters; and
(vii) the form of the 9.25% Exchange Notes and the form of the 9.50%
Exchange Notes.
I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Reliant Parties and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Reliant Parties and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In my examination, I have assumed, without independent investigation,
the legal capacity of all natural persons, the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as facsimile, electronic,
certified, conformed or photostatic copies and the authenticity of the originals
of such copies. In making my examination of documents executed or to be
executed, I have assumed that the parties thereto, other than the Reliant
Parties, had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and, the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein that I have
not independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Reliant Parties and
others and of public officials.
I am qualified to practice law in the State of Texas, and do not hold
myself out as an expert on, or express any opinion herein concerning, the laws
of any jurisdiction other than the existing laws of the State of Texas, the
General Corporation Law of the State of Delaware, and applicable Federal laws of
the United States and, to the extent that judicial or regulatory orders or
decrees or consents, approvals, licenses, authorizations, validations, filings,
recordings or registrations with governmental authorities are relevant, to those
required under such laws (all of the foregoing being referred to as "Opined on
Law"). I do not express any opinion with respect to the law of any jurisdiction
other than Opined on Law or as to the effect of any such non-opined-on law on
the opinions herein stated. With respect to Reliant Parties which are
incorporated under the laws of
Reliant Resources, Inc.
December 10, 2003
Page 4
jurisdictions other than Delaware and Texas, I have relied upon a review of the
applicable state statutes.
Based upon and subject to the foregoing, I am of the opinion that the
Guarantees have been duly authorized, executed and delivered by each Subsidiary
Guarantor.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to
myself under the caption "Legal Matters" in the prospectus included in the
Registration Statement. In giving this consent, I do not thereby admit that I am
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Paul S. Castanon
SCHEDULE I
SUBSIDIARY GUARANTORS
"Subsidiary Guarantors" means each of:
GuideStreet, Inc.
Insync Internet Services, Incorporated
Orion Power Holdings, Inc.
Reeves County Land Associates, LLC
Reliant Energy Arrow Canyon, LLC
Reliant Energy Atlantic, LLC
Reliant Energy Aurora Development, LLC
Reliant Energy Aurora Holding, LLC
Reliant Energy Bighorn, LLC
Reliant Energy Broadband, Inc.
Reliant Energy California Holdings, LLC
Reliant Energy CapTrades Holding Corp.
Reliant Energy Choctaw County, LLC
Reliant Energy Communications, Inc.
Reliant Energy Construction, LLC
Reliant Energy Coolwater, Inc.
Reliant Energy Corporate Services, LLC
Reliant Energy Customer Care Services, LLC
Reliant Energy Deer Park, Inc.
Reliant Energy Desert Basin, LLC
Reliant Energy Development Services, Inc.
Reliant Energy Electric Solutions, LLC
Reliant Energy Ellwood, Inc.
Reliant Energy Equipment Company, LLC
Reliant Energy Erie West, LLC
Reliant Energy Etiwanda, Inc.
Reliant Energy Florida Holdings, LLC
Reliant Energy Funding, LLC
Reliant Energy Gas Storage, LLC
Reliant Energy Gilbert, LLC
Reliant Energy Hunterstown, LLC
Reliant Energy Indian River, LLC
Reliant Energy Key/Con Fuels, LLC
Reliant Energy Mandalay, Inc.
Reliant Energy Mid-Atlantic Development, Inc.
Reliant Energy Net Ventures, Inc.
Reliant Energy New Smyrna Beach, LLC
Reliant Energy Northeast Generation, Inc.
Reliant Energy Northeast Holdings, Inc.
Reliant Energy Ormond Beach, Inc.
Reliant Energy Osceola, LLC
Reliant Energy Partsco, LLC
Reliant Energy Portland, LLC
Reliant Energy Power Generation, Inc.
Reliant Energy Power Operations I, Inc.
Reliant Energy Power Operations II, Inc.
Reliant Energy Renewables Atascocita GP, LLC
Reliant Energy Renewables Baytown GP, LLC
Reliant Energy Renewables Blue Bonnet GP, LLC
Reliant Energy Renewables Coastal Plains GP, LLC
Reliant Energy Renewables Conroe GP, LLC
Reliant Energy Renewables Fort Worth GP, LLC
Reliant Energy Renewables Holdings II, LLC
Reliant Energy Renewables Security GP, LLC
Reliant Energy Renewables, Inc.
Reliant Energy Retail Holdings, LLC
Reliant Energy Retail Services, LLC
Reliant Energy Sabine (Delaware), Inc.
Reliant Energy Sabine (Texas), Inc.
Reliant Energy Services Desert Basin, LLC
Reliant Energy Services International, Inc.
Reliant Energy Services New Mexico, LLC
Reliant Energy Services, Inc.
Reliant Energy Seward, LLC
Reliant Energy Shelby Development Corp.
Reliant Energy Shelby Holding Corp.
Reliant Energy Signal Peak, LLC
Reliant Energy Solutions, LLC
Reliant Energy Solutions California, Inc.
Reliant Energy Solutions East, LLC
Reliant Energy Solutions Holdings, LLC
Reliant Energy Solutions West, LLC
Reliant Energy Titus, LLC
Reliant Energy Trading Exchange, Inc.
Reliant Energy Ventures, Inc.
Reliant Energy Wholesale Service Company
Reliant Energy Winter Haven, LLC
Reliant Resources International Services, Inc.
ReliantEnergy.com, Inc.
Reliant Energy Europe Trading & Marketing, Inc.
Reliant Energy Services Mid-Stream, LLC
StarEn Power, LLC
Texas Star Energy Company
Reliant Energy Aurora I, LP
Reliant Energy Aurora II, LP
Reliant Energy Aurora, LP
Reliant Energy Renewables Atascocita, LP
Reliant Energy Renewables Baytown, LP
Reliant Energy Renewables Blue Bonnet, LP
Reliant Energy Renewables Coastal Plains, LP
Reliant Energy Renewables Conroe, LP
Reliant Energy Renewables Fort Worth, LP
Reliant Energy Renewables Security, LP
Reliant Energy Shelby County II, LP
Reliant Energy Shelby County, LP
Reliant Energy Shelby I, LP
Reliant Energy Shelby II, LP