Exhibit 5.1
(BAKER BOTTS L.L.P. LOGO) ONE SHELL PLAZA AUSTIN
910 LOUISIANA DALLAS
HOUSTON, TEXAS DUBAI
77002-4995 HONG KONG
HOUSTON
TEL +1 713.229.1234 LONDON
FAX +1 713.229.1522 MOSCOW
www.bakerbotts.com NEW YORK
RIYADH
WASHINGTON
February 6, 2007
064363.0194
CenterPoint Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
In connection with the issuance by CenterPoint Energy Resources Corp.,
a Delaware corporation (the "Company"), of $150,000,000 aggregate principal
amount of its 6.25% Senior Notes due 2037 (the "Notes") pursuant to (a) the
Company's Registration Statement on Form S-3 (Registration No. 333-136965) (the
"Registration Statement"), which was filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), and (b) the related prospectus dated September 13, 2006, as
supplemented by the prospectus supplement relating to the sale of the Notes
dated February 1, 2007 (as so supplemented, the "Prospectus"), as filed by the
Company with the Commission pursuant to Rule 424(b) under the Act, certain legal
matters with respect to the Notes are being passed upon for you by us. At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Company's Current Report on Form 8-K to be filed with the Commission on the date
hereof (the "Form 8-K").
The Notes are to be issued pursuant to an Indenture, dated as of
February 1, 1998, as heretofore supplemented and amended (the "Base Indenture"),
between the Company, formerly known as NorAm Energy Corp., and The Bank of New
York Trust Company, National Association (successor to JPMorgan Chase Bank,
National Association (formerly Chase Bank of Texas, National Association)), as
trustee (the "Trustee"), as supplemented by Supplemental Indenture No. 10
thereto, dated as of February 6, 2007 (the "Supplemental Indenture," and
together with the Base Indenture, the "Indenture"), between the Company and the
Trustee. The terms of the Notes (including the form of Note) are established by
the Supplemental Indenture.
In our capacity as your counsel in the connection referred to above,
we have examined originals, or copies certified or otherwise identified, of (i)
the Company's Certificate of Incorporation and By-laws, in each case as amended
to date; (ii) the Underwriting Agreement dated February 1, 2007 (the
"Underwriting Agreement") by and among the Company and the Underwriters named in
Schedule I thereto (the "Underwriters"), relating to the issuance and sale of
the Notes; (iii) the Registration Statement and the Prospectus; (iv) the
Indenture; and (v) the corporate records of the Company as furnished to us by
you, certificates of public officials and of representatives of Company,
statutes and other instruments and documents as a basis for the opinions
hereinafter expressed. In giving such opinions, we have relied upon certificates
of officers of the Company and of public officials with respect to the accuracy
of the material factual matters contained in such certificates. In giving the
opinions below, we have assumed that the signatures on all documents examined by
us are genuine, that all documents submitted to
(BAKER BOTTS L.L.P. LOGO)
CenterPoint Energy Resources Corp. 2 February 6, 2006
us as originals are accurate and complete, that all documents submitted to us as
copies are true and correct copies of the originals thereof and that all
information submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion that
the Notes will, when duly executed, issued and delivered by the Company,
authenticated and delivered by the Trustee in accordance with the terms of the
Indenture and duly purchased and paid for by the Underwriters in accordance with
the terms of the Underwriting Agreement, constitute legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as that enforcement is subject to any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or conveyance or
other laws relating to or affecting creditors' rights generally, general
principles of equity (regardless of whether that enforceability is considered in
a proceeding in equity or at law) and any implied covenants of good faith and
fair dealing.
The opinions set forth above are limited in all respects to matters of
the contract law of the State of New York, the General Corporation Law of the
State of Delaware and applicable federal law. We hereby consent to the filing of
this opinion of counsel as Exhibit 5.1 to the Form 8-K. We also consent to the
reference to our Firm under the heading "Legal Matters" in the Prospectus. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.