Exhibit 5.3
October 28, 2004
Chickahominy River Energy Corp.
901 Marquette Avenue, Suite 2300
Minneapolis, MN 55402
Registration Statement on Form S-4
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Virginia
counsel to Chickahominy River Energy Corp., a Virginia 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 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. 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, the Guarantor,
along with other guarantors, will guarantee the obligations of the Issuer under
the Exchange Notes.
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 certificate of good standing issued
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October 28, 2004
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by the Virginia State Corporation Commission on October 22, 2004, (iii) a
written consent of the board of directors of the Guarantor with respect to the
execution and delivery of the Indenture and the Guarantee and Collateral
Agreement and the execution and delivery of the Guarantee and Collateral
Agreement, dated January 20, 2004, (iv) the Registration Statement, (v) the
Indenture and (vi) 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 with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantor, the due authorization, execution and
delivery of all documents by the parties thereto other than the Guarantor, and
that such documents have not been amended, modified, terminated or rescinded. As
to any facts material to the opinions expressed herein, we have relied upon a
certificate of fact of an officer of the Guarantor.
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) the plans of reorganization confirmed in, or
any order of any court entered in, the Chapter 11 bankruptcy cases described in
the section of the Registration Statement entitled "The Bankruptcy Case", (iii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), (iv) public policy considerations which may
limit the rights of parties to obtain certain remedies (v) any law except the
laws of the Commonwealth of Virginia and the Virginia case law decided
thereunder and (vi) the "Blue Sky" laws and regulations of the Commonwealth of
Virginia.
Based upon and subject to the assumptions, qualifications, and
limitations set forth herein, 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 Commonwealth of Virginia.
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
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October 28, 2004
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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 by
the Guarantor of the obligations of the Issuer under the Exchange Notes
pursuant to the provisions of the Guarantee and Collateral Agreement will
be a valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with the terms of the Guarantee and Collateral
Agreement.
4. The execution and delivery by the Guarantor of the Indenture and the
Guarantee and Collateral Agreement, and the performance by the Guarantor of
its obligations thereunder, do not and will not conflict with or constitute
or result in a breach or default under (or an event that, 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) any statute or governmental rule or regulation of the
Commonwealth of Virginia or any political subdivision thereof.
5. No consent, waiver, approval, authorization or order of any court or
governmental authority of the Commonwealth of Virginia or any political
subdivision thereof is required for the guarantee by the Guarantor of the
obligations of the Issuer under the Exchange Notes pursuant to the
provisions of the Guarantee and Collateral Agreement, 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 is implied or may be inferred beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion if the present laws of
the Commonwealth of Virginia 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, for the
purposes of its opinions with respect to the Exchange Notes.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 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.
Sincerely yours,
WILLIAMS MULLEN
By /s/ Paul G. Saunders, II
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A Shareholder