Exhibit 5.01
JONES, DAY, REAVIS & POGUE
77 West Wacker
Chicago, Illinois 60601-1692
Telephone: 312-782-3939
Facsimile: 312-782-8585
May 10, 1995
Kentucky Utilities Company
One Quality Street
Lexington, Kentucky 40507
Ladies and Gentlemen:
We have examined the Form S-3 Registration Statement (the
"Registration Statement") of Kentucky Utilities Company (the "Company"), to
which this opinion is an exhibit, for the registration under the Securities Act
of 1933, as amended, of $13,000,000 in aggregate principal amount of the
Company's First Mortgage Bonds of one or more series (the "Bonds") to be issued
pursuant to the Indenture of Trust, dated May 1, 1947, as heretofore amended and
supplemented, from the Company to Bank of America Illinois (the "Trustee") and
Robert J. Donahue (collectively, the "Trustees"), and as further supplemented by
one or more proposed Supplemental Indentures (collectively, the "New
Supplemental Indentures" and each a "New Supplemental Indenture"). Each New
Supplemental Indenture will relate to one or more series of Bonds and will set
forth the maturity, interest rate, payment dates and certain other terms and
conditions of each such series of Bonds. Said Indenture of Trust and New
Supplemental Indentures are herein referred to as the "Indenture."
We have also examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion. Based on the foregoing, and
subject to the qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the Commonwealths of Kentucky and Virginia.
2. The Indenture, other than the New Supplemental Indentures, constitutes
a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, each New Supplemental
Indenture, the preliminary form of which is filed as an exhibit to the
Registration Statement, upon the appropriate completion thereof, will be a valid
and binding instrument of the Company and each series of Bonds will be duly
authorized, valid and
binding obligations of the Company and will be entitled to the benefits of the
Indenture, except as the United States Bankruptcy Code (the "Code") may affect
the validity of the lien of the Indenture with respect to proceeds, products,
rents, issues or profits of the property subject to the lien of the Indenture
realized, and additional property acquired, within 90 days prior and subsequent
to the commencement of a case with respect to the Company under the Code, and
except as enforcement of the provisions of the Indenture may be limited by (i)
general principles of equity, including the possible unavailability of specific
performance or injunctive relief, regardless of whether such enforceability is
considered in a proceeding in equity or at law, (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, and (iii) the laws of Kentucky, Virginia and Tennessee affecting the
remedies for the enforcement of the security provided for in the Indenture.
The foregoing opinions are subject to the satisfaction of the
following conditions:
(a) the due adoption by the Board of Directors of the Company or the
Executive Committee thereof of appropriate resolutions authorizing the
execution and delivery of each New Supplemental Indenture and the
execution, authentication, issuance and sale of each series of Bonds;
(b) the issuance of orders by the Kentucky Public Service Commission,
the Tennessee Public Service Commission, and the Virginia State Corporation
Commission authorizing, approving or permitting the issuance and sale of
the Bonds by the Company on terms contemplated by the Registration
Statement and the continued effectiveness of such orders;
(c) the due execution and delivery of each New Supplemental Indenture
by the parties thereto, in substantially the form of the proposed
Supplemental Indenture filed as Exhibit 4.02 to the Registration Statement
and the form of the Supplemental Indenture approved by the authorizing
resolutions of the Board of Directors of the Company or the Executive
Committee thereof, and the filing thereof for record as required by law;
and
(d) the due execution of each series of Bonds by the Company, and the
authentication thereof by the Trustee in accordance with the terms of the
Indenture; and the issuance and sale of each series of Bonds by the Company
against receipt by it of the agreed consideration therefor in accordance
with such authorizations of the Board of Directors or Executive Committee
of the Company and with the orders of the state commissions referred to
above.
The Registration Statement must become effective under the Securities
Act of 1933, as amended, prior to the sale of any series of Bonds.
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In rendering the opinions set forth herein, we have relied solely upon
the opinion of Ogden Newell & Welch with respect to all matters governed by the
laws of the Commonwealth of Kentucky and the State of Tennessee and the opinion
of Hunton & Williams with respect to all matters governed by the laws of the
Commonwealth of Virginia. For purposes of this opinion, we express no opinion
with respect to the requirements of any state securities or "blue sky" laws.
Furthermore, we express no opinion as to the title of any person to any property
or as to the priority or perfection of the liens or security interests created,
or intended or purported to be created, by the Indenture.
We have prepared or reviewed the statements as to matters of law or
legal conclusions with respect to the jurisdiction of certain federal regulatory
commissions expressed under Item 1, Business -- Regulation in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994, which is
incorporated by reference in the Prospectus which is a part of the Registration
Statement. We are of the opinion that all such statements as to such matters
are correct and we hereby consent to the use of such statements in the
Registration Statement and to the use of our name in connection therewith.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the reference to us under the caption "Legal
Opinions" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
JONES, DAY, REAVIS & POGUE
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