EXHIBIT 5.1
ENSERCH Corporation
ENSERCH Center W. T. Satterwhite
300 South St. Paul Senior Vice President
Dallas, Texas 75201 and General Counsel
Telephone 214/651-8700
March 7, 1994
ENSERCH Corporation
ENSERCH Center
300 South St. Paul Street
Dallas, TX 75201
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of up to $450,000,000 of (i) senior or subordinated debt
securities (the "Debt Securities") of ENSERCH Corporation (the "Corporation")
which, in the case of subordinated Debt Securities, may be convertible into the
Corporation's Common Stock, $4.45 par value (the "Common Stock"), (ii) shares of
preferred stock (the "Preferred Stock") of the Corporation, which may be issued
in the form of depositary shares (the "Depositary Shares") evidenced by
depositary receipts (the "Depositary Receipts"), (iii) shares of Common Stock of
the Corporation on a Registration Statement on Form S-3 (the "Registration
Statement") and (iv) preferred limited liability company interests ("EC
Preferred Securities") of Enserch Capital L.L.C. ("Enserch Capital"), I, as
General Counsel for the Corporation, have examined such corporate records,
certificates and other documents and have reviewed such questions of law as I
have considered necessary or appropriate for purposes of the opinion expressed
below.
Based on such examination and review, I hereby advise you that, in my
opinion:
1. When (i) the Registration Statement has become effective under the
Act and the Senior Debt Indenture, dated as of February 15, 1992 (the "Senior
Indenture"), between the Corporation and The First National Bank of Chicago, as
trustee, and the Subordinated Debt Indenture (the "Subordinated Indenture", and
together with the Senior Indenture, the "Indentures"), to be entered into
between the Corporation and The First National Bank of Chicago, as trustee (the
"Subordinated Trustee"), have been qualified under the Trust Indenture Act of
1939, as amended, (ii) with respect to subordinated Debt Securities, the
Subordinated Indenture has been duly executed and delivered by the Corporation
and the Subordinated Trustee, (iii) the Debt Securities have been duly created,
issued and authenticated in accordance with all necessary corporate
authorizations and in accordance with the terms of the relevant indenture and
(iv) the Debt Securities have been
delivered and paid for as contemplated by the Registration Statement and any
prospectus supplement relating thereto and in accordance with the relevant
Indenture, the Debt Securities will be legally issued by the Corporation and
will be valid and binding obligations of the Corporation subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting the enforcement of creditor's rights and to general equity
principles.
2. When (i) the Registration Statement has become effective under the
Act, (ii) the terms of the Preferred Stock and of their issuance and sale have
been duly established in conformity with the Corporation's Restated Articles of
Incorporation, as amended, so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Corporation and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Corporation, (iii) a
Statement of Resolution fixing and determining the terms of the Preferred Stock
in the form to be filed as an exhibit to the Registration Statement is filed
with the Secretary of State of the State of Texas, and (iv) the Preferred Stock
has been duly issued and sold as contemplated by the Registration Statement and
any prospectus supplement relating thereto, against payment of the consideration
fixed therefor by the Board of Directors or a duly authorized committee thereof,
the Preferred Stock will be validly issued, fully paid and nonassessable.
3. When (i) the Registration Statement has become effective under the
Act, (ii) the deposit agreement relating to the Depositary Shares has been duly
executed and delivered by the Corporation and the depositary, (iii) the terms of
the Depositary Shares and of their issuance and sale have been duly established
in conformity with the deposit agreement relating to such Depositary Shares so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Corporation, (iv) the Preferred Stock which is
represented by Depositary Shares is validly issued and delivered to the
depositary as contemplated in paragraph 2 above, and (v) the Depository Receipts
evidencing the Depositary Shares are duly issued against the deposit of the
Preferred Stock in accordance with the deposit agreement, the Depositary Shares
will be validly issued.
4. When (i) the Registration Statement has become effective under the
Act, (ii) the terms of the issuance and sale of the Common Stock have been duly
established in conformity with the Corporation's Restated Articles of
Incorporation, as amended, so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Corporation and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the
Corporation, and (iii) the Common Stock has been duly issued and sold as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, against payment of the consideration fixed therefor by the
Board of Directors or a duly authorized committee thereof, the Common Stock
(including any shares of Common Stock duly issued upon the conversion of
subordinated Debt Securities) will be validly issued, fully paid and
nonassessable.
5. When (a) the terms of the Backup Undertakings, as defined, of the
Corporation relating to the EC Preferred Securities have been duly established
in accordance with applicable law, (b) the instruments relating to the Backup
Undertakings have been duly authorized, executed and delivered, (c) the
Registration Statement has become effective and any applicable state securities
or Blue Sky laws have been complied with, (d) the EC Preferred Securities to
which any of the Backup Undertakings relate have been duly issued and sold and
the purchase price therefor has been received by Enserch Capital and (e) the
Corporation has received the consideration, if any, separately payable for such
Backup Undertakings, the Backup Undertakings will constitute valid and legally
binding obligations of the Corporation, subject to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditor's rights and to general equity principles. To the extent the foregoing
opinion in this paragraph (5) involves matters of Delaware law, I have relied
upon the opinion dated March 7, 1994, of Richards, Layton & Finger.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement. In
giving such consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ W. T. Satterwhite
W.T. Satterwhite