EXHIBIT 5.2
[Letterhead of CalEnergy Company, Inc.]
August 29, 1996
CalEnergy Capital Trust
c/o CalEnergy Company, Inc.
302 South 36th Street, Suite 400
Omaha, Nebraska 68131
CalEnergy Company, Inc.
302 South 36th Street, Suite 400
Omaha, Nebraska 68131
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of CalEnergy
Company, Inc., a Delaware corporation (the "Company"). This opinion is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act of 1933, as amended (the "Act"), in connection
with the registration under the Act of (i) 2,078,600 6 1/4% Convertible
Preferred Securities Term Income Deferrable Equity Securities (TIDES)SM or
TIDES SM (liquidation preference $50 per each of the TIDES) (the "TIDES")
representing undivided beneficial ownership interests in the assets of
CalEnergy Capital Trust, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"); (ii) 6 1/4% Convertible Junior
Subordinated Debentures Due 2016 (the "Convertible Junior Subordinated
Debentures") of the Company, which may be distributed under certain
circumstances to the holders of the TIDES; (iii) the shares of common stock,
par value $0.0675 per share (the "Common Stock"), of the Company issuable upon
conversion of the TIDES and the Convertible Junior Subordinated Debentures;
and (iv) the Preferred Securities Guarantee of the Company (as defined below).
The TIDES were issued pursuant to the amended and restated
declaration of trust of the Trust, dated as of April 4, 1996 (the
"Declaration") among the Company, as sponsor, Steven A. McArthur, John G.
Sylvia and Gregory E. Abel, as regular trustees, The Bank of New York
(Delaware), as Delaware trustee, and The Bank of New York, as property
CalEnergy Capital Trust
CalEnergy Company, Inc.
August 29, 1996
page 2
trustee, and guaranteed by the Company as to the payment of distributions and
as to payments on liquidation, redemption and otherwise pursuant to the
Preferred Securities Guarantee Agreement, dated as of April 10, 1996 (the
"Preferred Securities Guarantee"), between the Company and The Bank of New
York, as trustee. The proceeds from the sale by the Trust of the TIDES were
invested in the Convertible Junior Subordinated Debentures, which were issued
pursuant to an Indenture, dated as of April 1, 1996 (the "Indenture"), between
the Company and The Bank of New York, as trustee.
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement on Form S-3 (File No. 333-08315), as filed by the Company and the
Trust with the Securities and Exchange Commission (the "Commission") on July
17, 1996 under the Act and Amendment No. 1 thereto, as filed on the date
hereof (the Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement") relating to the TIDES, the Preferred
Securities Guarantee, the Convertible Junior Subordinated Debentures and the
Common Stock; (ii) an executed copy of the Declaration filed as an exhibit to
the Registration Statement; (iii) the form of the Common Stock filed as an
exhibit to the Registration Statement and a specimen certificate thereof; (iv)
the Restated Certificate of Incorporation of the Company as currently in
effect; (v) the By-laws of the Company as currently in effect; (vi) certain
resolutions of the Board of Directors of the Company relating to the issuance
of the Convertible Junior Subordinated Debentures and the shares of Common
Stock issuable upon conversion; (vii) an executed copy of the Preferred
Securities Guarantee; (viii) the form of TIDES filed as an exhibit to the
Registration Statement and a specimen certificate thereof; (ix) the
designation of the terms of the TIDES; (x) the form of the Convertible Junior
Subordinated Debentures filed as an exhibit to the Registration Statement and
a specimen certificate thereof; (xi) an executed copy of the Indenture; and
(xii) an executed copy of the Registration Rights Agreement, dated April 10,
1996, by and among the Trust and CS First Boston Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as the initial purchasers, filed
as an exhibit to the Registration Statement.
CalEnergy Capital Trust
CalEnergy Company, Inc.
August 29, 1996
page 3
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original document of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of documents executed by parties other than the Company, I have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
such parties of such documents and that such documents constitute valid and
binding obligations of such parties. In addition, I have assumed that the
Common Stock as executed will be in the form reviewed by me. As to any facts
material to the opinions expressed herein which were not independently
established or verified, I have relied upon oral or written statements and
representations of officers, trustees and other representatives of the
Company, the Trust and others.
The opinions expressed herein are limited to the Federal laws of the
United States of America, the laws of the State of New York and the General
Corporation Law of the State of Delaware, and I express no opinion with
respect to the laws of any other country, state or jurisdiction.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Common Stock initially issuable upon conversion of the TIDES and the
Convertible Junior Subordinated Debentures, have been duly authorized and
reserved for issuance upon conversion and, when certificates representing the
Common Stock in the form of the specimen certificate examined by me have been
manually signed by an authorized officer of the transfer agent and registrar
for the Common Stock and, if and when issued upon conversion of the TIDES and
the Convertible Junior Subordinated Debentures, such Common Stock will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to
me under the heading "Legal Matters" in the Registration Statement and in the
related Prospectus. In giving this consent, I do not
CalEnergy Capital Trust
CalEnergy Company, Inc.
August 29, 1996
page 4
thereby admit that I am included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
This letter is being delivered to you in my capacity as the Senior
Vice President and General Counsel of the Company and addresses matters only
as of the date hereof and is solely for the benefit of the addressees hereof
and may not be relied upon in any manner by any other person without my prior
written consent.
Sincerely,
/s/ Steven A. McArthur
Steven A. McArthur
Senior Vice President
and General Counsel