Exhibit 5.2
October 28, 2004
NEO Corporation
901 Marquette Avenue, Suite 2300
Minneapolis, MN 55402
Re: Registration Statement on Form S-4
----------------------------------
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel
to NEO Corporation, a Minnesota corporation (the "Guarantor"), in connection
with the Guarantor's proposed guarantee, along with the other guarantors under
the Indenture (as defined below), of $1,725,000,000 in aggregate principal
amount of 8% Second Priority Senior Secured Notes due 2013, Series B (the
"Exchange Notes"). The Exchange Notes are to be issued by NRG Energy, Inc., a
Delaware corporation (the "Issuer"), in connection with an exchange offer to be
made pursuant to a Registration Statement on Form S-4 (such Registration
Statement, as supplemented or amended, is hereinafter referred to as the
"Registration Statement"), to be filed with the Securities and Exchange
Commission (the "Commission") on or about October 28, 2004, under the Securities
Act of 1933, as amended (the "Securities Act") . The obligations of the Issuer
under the Exchange Notes will be guaranteed by the Guarantor (the "Guarantee"),
jointly and severally with other guarantors. The Exchange Notes are to be issued
pursuant to the Indenture (as may be amended or supplemented from time to time,
the "Indenture"), dated as of December 23, 2003, among the Issuer, the
guarantors set forth therein and Law Debenture Trust Company of New York, as
Trustee. The Guarantee is to be issued pursuant to the Indenture and the
Guarantee and Collateral Agreement (the "Guarantee and Collateral Agreement"),
dated as of December 23, 2003, made by the Issuer, NRG Power Marketing, Inc. and
the guarantors set forth therein in favor of Deutsche Bank Trust Company
Americas, as Collateral Trustee, Credit Suisse First Boston, acting through its
Cayman Islands Branch, as Administrative Agent, and Law Debenture Trust Company
of New York, as Trustee.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, corporate
records and other instruments: (i) the articles of incorporation and by-laws of
the Guarantor, (ii) a unanimous written consent of the board of directors of the
Guarantor with respect to the issuance of the Guarantee, (iii) the Registration
Statement, (iv) the Indenture and (v) the Guarantee and Collateral Agreement.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection
Neo Corporation
October 28, 2004
Page 2
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Guarantor and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Guarantor. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Guarantor, public officials and others.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, (iv) any law except the laws of the State of Minnesota and the
Minnesota case law decided thereunder and (v) the "Blue Sky" laws and
regulations of Minnesota.
Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that:
1. The Guarantor is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Minnesota.
2. The Indenture has been duly authorized, executed and delivered by the
Guarantor. The Indenture is a valid and binding obligation of the Guarantor
and is enforceable against the Guarantor in accordance with its terms.
3. When (i) the Registration Statement has been declared effective; (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (iii) the Exchange Notes have been duly executed and
authenticated in accordance with the Indenture and duly delivered to the
holders thereof in exchange for the existing 8% Second Priority Senior
Secured Notes due 2013, the Guarantee of the Exchange Notes will be a valid
and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms.
4. The execution and delivery of the Indenture and the Guarantee and
Collateral Agreement by the Guarantor and the performance by the Guarantor
of its obligations thereunder (including with respect to the Guarantee) do
not conflict with or constitute or result in a breach or default under (or
an event which with notice or the passage of time or both would constitute
a default under) or result in the creation of a lien or encumbrance under
or violation of any of, (i) the articles of incorporation, bylaws or other
organizational documents of the Guarantor or (ii) Applicable Laws. As used
herein, "Applicable Laws" means those laws, rules and regulations of
governmental authorities (other than those of counties, towns,
municipalities and special political subdivisions) of the State of
Minnesota which we, in the exercise of customary professional diligence,
would reasonable recognize as being applicable to the Guarantor and the
transactions contemplated by the Indenture and the Guarantee and Collateral
Agreement.
Neo Corporation
October 28, 2004
Page 3
5. No consent, waiver, approval, authorization or order of any State of
Minnesota court or governmental authority of the State of Minnesota or any
political subdivision thereof is required pursuant to any Applicable Laws
for the issuance by the Guarantor of the Guarantee, except such as may be
required under the Securities Act or the Securities Exchange Act of 1934,
as amended.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of Minnesota be changed by legislative action, judicial
decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except that Kirkland & Ellis LLP may rely
upon this opinion to the same extent as if it were an addressee hereof.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.2 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Leonard, Street and Deinard
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION