EXHIBIT 5.2
GREGG P. BARNARD
E-MAIL: gbarnard@woodburnandwedge.com
DIRECT DIAL: (775) 688-3025
July 13, 2006
Sierra Pacific Resources
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520
Ladies and Gentlemen:
We have acted as special Nevada counsel to Sierra Pacific Resources, a
Nevada corporation (the "COMPANY"), in connection with the filing of the
Company's Registration Statement on Form S-3, as filed under the Securities Act
of 1933 (the "SECURITIES ACT") on July 13, 2006 (the "REGISTRATION STATEMENT")
relating to the registration of a presently indeterminate aggregate principal
amount of debt securities as described in the Registration Statement (the "DEBT
SECURITIES") and a presently indeterminate aggregate amount of the Company's
Common Stock as described in the Registration Statement (the "COMMON STOCK").
The Debt Securities may be issued from time to time pursuant to an indenture
between the Company and The Bank of New York, as Trustee (the "TRUSTEE"), as
supplemented from time to time (as so supplemented, the "INDENTURE") and an
officer's certificate or supplemental indenture dated May 1, 2000, as described
in the Indenture, establishing the form and terms of the Debt Securities. The
Common Stock may be issued from time to time as described in the Registration
Statement.
We have reviewed the Registration Statement and originals or copies of
documents, corporate records and other writings that we consider relevant for
the purposes of this opinion. In such examination and review, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid records,
certificates and documents.
Based on the foregoing and subject to the assumptions, limitations and
qualifications set forth herein, we advise you as follows:
1. The Company is a corporation duly organized and legally existing under
the laws of the State of Nevada.
Sierra Pacific Resources
July 13, 2006
Page 2
2. The Debt Securities will be validly issued and constitute the legal,
valid and binding obligations of the Company, to the extent that Nevada law
governs such issues, when:
(a) the Debt Securities are specifically authorized for issuance by
action, resolutions or consent duly adopted by the Board of Directors
and, to the extent required, the stockholders of the Company
("AUTHORIZING RESOLUTIONS") approving the pricing, terms and
conditions of the issuance and sale of the new Debt Securities;
(b) the Debt Securities are issued and delivered in accordance with (i)
the provisions of the Indenture, including delivery of an officer's
certificate or supplemental indenture, the due authentication of the
Debt Securities by the Trustee and the execution and delivery by the
Company and the Trustee of all requisite documentation pursuant to the
Indenture, (ii) the Company's Restated Articles of Incorporation and
Bylaws, (iii) the Authorizing Resolutions, and (iv) the Registration
Statement;
(c) compliance with the Securities Act and the Trust Indenture Act of
1939, as amended, and action of the Securities and Exchange Commission
permitting the Registration Statement to become effective; and
(d) the Company has received the consideration provided for in the
applicable Authorizing Resolutions.
3. The Common Stock will be validly issued, fully paid and nonassessable,
when:
(a) such Common Stock is specifically authorized for issuance and sale by
Authorizing Resolutions approving the pricing, adequacy of
consideration and the rights, preferences, privileges, restrictions,
terms and conditions thereof;
(b) the terms of the offer, issuance and sale of shares of Common Stock
have been duly established in conformity with the Company's Restated
Articles of Incorporation, Bylaws, the Authorizing Resolutions and as
authorized by the approval of the stockholders of the Company, if such
approval is so required;
(c) compliance with the Securities Act and action of the Securities and
Exchange Commission permitting the Registration Statement to become
effective; and
Sierra Pacific Resources
July 13, 2006
Page 3
(d) the Company has received the consideration provided for in the
applicable Authorizing Resolutions.
Our advice set forth in paragraphs 2 and 3 is subject to (a) the effect of
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to or affecting the
rights and remedies of creditors; (b) the effect of general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief regardless of whether considered in a
proceeding in equity or at law.
We offer no advice and express no opinion as to any provision contained in
or otherwise made a part of the securities described herein (i) providing for
rights of indemnity or contribution, (ii) purporting to waive (or having the
effect of waiving) any rights under the Constitution or laws of the United
States of America or any state, (iii) providing for, or having the effect of,
releasing any person prospectively from liability for its own wrongful or
negligent acts, or breach of such documents and instruments, (iv) specifying the
jurisdiction the laws of which shall be applicable thereto or specifying or
limiting the jurisdictions before the courts of which cases relating to the
securities may be brought, (v) restricting access to legal or equitable
remedies, (vi) providing that the failure to exercise any right, remedy or
option under the securities shall not operate as a waiver thereof, (vii) to the
effect that amendments, waivers and modifications to the securities may only be
made in writing, (viii) purporting to establish any evidentiary standard, (ix)
granting any power of attorney, (x) purporting to waive or otherwise affect any
right to receive notice, or (xi) purporting to restrict competition. We offer no
opinion as to any security into which any Debt Securities may be convertible.
The foregoing opinion is limited to the matters expressly set forth herein
and no opinion may be implied or inferred beyond the matters expressly stated.
We disclaim any obligation to update this letter for events occurring after the
date of this letter, or as a result of knowledge acquired by us after that date,
including changes in any of the statutory or decisional law after the date of
this letter. We are members of the bar of the State of Nevada. We express no
opinion as to the effect and application of any United States federal law, rule
or regulation or any federal or state securities laws of any state, including
the State of Nevada. We are not opining on, and assume no responsibility as to,
the applicability to or the effect on any of the matters covered herein of the
laws of any other jurisdiction, other than the laws of Nevada as presently in
effect.
Sierra Pacific Resources
July 13, 2006
Page 4
We hereby consent:
1. To being named in the Registration Statement and in any amendments
thereto as counsel for the Company;
2. To the statements with reference to our firm made in the Registration
Statement of the Company on Form S-3; and
3. To the filing of this opinion as an exhibit to the Registration
Statement.
In giving this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder. This opinion is rendered only to you and is solely for your benefit
in connection with the transaction covered hereby; provided, that the law firm
of Choate, Hall & Stewart LLP may rely on this opinion in connection with the
opinion to be rendered by them in connection with the Registration Statement.
Sincerely yours,
WOODBURN and WEDGE
By: /s/ Gregg P. Barnard
-----------------------------
Gregg P. Barnard