Exhibit 5.3
PALMER & DODGE LLP
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111 HUNTINGTON AVENUE AT PRUDENTIAL CENTER
BOSTON, MA 02199-7613
TELEPHONE: (617) 239-0100 FACSIMILE: (617) 227-4420
August 22, 2002
Tampa Electric Company
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinion dated June 28, 2002 and included as
Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No.
333-91602) (the "Registration Statement") filed on June 28, 2002 by Tampa
Electric Company, a Florida corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). We are rendering this supplemental opinion in
connection with the prospectus supplement (the "Prospectus Supplement") filed on
or about August 22, 2002 by the Company with the Commission pursuant to Rule 424
under the Securities Act. The Prospectus Supplement relates to the offering by
the Company of $150,000,000 aggregate principal amount of 5.375% Notes due 2007
and $400,000,000 aggregate principal amount of 6.375% Notes due 2012 (together,
the "Notes"), which Notes are covered by the Registration Statement. The Notes
will be issuable under an indenture dated as of July 1, 1998 (the "Base
Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee"), as heretofore amended and as supplemented by a fourth supplemental
indenture dated as of August 15, 2002, between the Company and the Trustee
(together with the Base Indenture, the "Indenture"). We understand that the
Notes are to be offered and sold in the manner described in the Prospectus
Supplement.
We have acted as your counsel in connection with the preparation of the
Registration Statement and the Prospectus Supplement. We are familiar with the
proceedings of the Board of Directors of the Company in connection with the
authorization, issuance and sale of the Notes. We have examined such other
documents as we consider necessary to render this opinion. We advise you that,
in our opinion, the Notes have been duly authorized by all necessary corporate
action of the Company, and when the Notes have been duly executed, authenticated
and delivered in accordance with the Indenture relating to the Notes against
payment of the agreed consideration therefor and issued and sold as contemplated
in the Prospectus Supplement, the Notes will constitute valid and binding
obligations of the Company, subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general application
affecting the rights and remedies of creditors, and (ii) general principles of
equity, regardless of whether applied in proceedings in equity or at law. We
have relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by us to be responsible.
The Indenture and Notes are governed by the laws of the State of New
York and, therefore, in rendering our opinion as to the validity and binding
effect of the Notes, we have relied on the opinion of Ropes & Gray with respect
to matters of New York law. Except to the
Tampa Electric Company
August 22, 2002
Page 2
extent of such reliance, the opinion rendered herein is limited to the Florida
Business Corporation Act (including the reported judicial decisions interpreting
that Act and applicable provisions, if any, of the Florida Constitution) and the
federal laws of the United States.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Palmer & Dodge LLP
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PALMER & DODGE LLP