June 24, 1994



Pinnacle West Capital Corporation
400 East Van Buren, Suite 700
Phoenix, AZ  85004

Ladies and Gentlemen:

     Reference is made to your proposed offering pursuant to the Pinnacle
West Capital Corporation 1994 Long-Term Incentive Plan (the "Plan") of up to
3,500,000 shares of your Common Stock, no par value (the "Plan Shares"), as
contemplated in the Registration Statement on Form S-8 and the Exhibits
thereto to be filed by you with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended, on June 24, 1994 (the
"Registration Statement").  It is our opinion that:

     1.   All requisite action, other than any action on the part of
          the proposed offerees, to make valid the proposed
          transactions will have been taken when (i) the Registration
          Statement shall have been filed with the SEC and therefore
          shall have become effective, and (ii) you shall have complied
          with the state securities or "blue sky" laws with respect to
          the offer and sale of the Plan Shares.

     2.   Upon completion of the foregoing steps, the Plan Shares, when
          (i) the purchase price therefor has been paid to you, and
          (ii) the same shall have been acquired as contemplated in the
          Registration Statement, will be validly issued, fully paid
          and non-assessable.

     Consent is hereby given to the use of this opinion as part of the
Registration Statement.

                                   Very truly yours,


                                   SNELL & WILMER