EXHIBIT 5.01
JONES, DAY, REAVIS & POGUE
77 WEST WACKER
CHICAGO, ILLINOIS 60601-1692
TELEPHONE: 312-782-3939
FACSIMILE: 312-782-8585
December 13, 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 $36,000,000 in aggregate principal amount of the Company's
First Mortgage Bonds, Series S (the "Bonds") to be issued pursuant to the
Indenture of Trust, dated May 1, 1947, as heretofore amended and supplemented,
from the Company to First Trust of Illinois, National Association (the
"Trustee") and an individual successor co-trustee (collectively, the
"Trustees"), and as further supplemented by a New Supplemental Indenture (the
"New Supplemental Indenture"). Said Indenture of Trust and New Supplemental
Indenture 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 Indenture, constitutes
a valid and binding instrument of the Company.
3. Subject to the conditions set forth below, the 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 the 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 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;
(b) the due execution and delivery of the New Supplemental Indenture by
the parties thereto, in substantially the form of the proposed New
Supplemental Indenture filed as Exhibit 4.02 to the Registration Statement
and the form of the New Supplemental Indenture approved by the authorizing
resolutions of the Board of Directors of the Company or the Pricing
Committee thereof, and the filing thereof for record as required by law;
and
(c) the due execution of the Bonds by the Company, and the authentication
thereof by the Trustee in accordance with the terms of the Indenture; and
the issuance and sale the Bonds by the Company against receipt by it of the
agreed consideration therefor in accordance with such authorizations of the
Board of Directors or Pricing 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 the Bonds.
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,
Jones, Day, Reavis & Pogue
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