May 21, 1997



Arizona Public Service Company
400 North Fifth Street
Phoenix, Arizona  85004

Ladies and Gentlemen:

         Reference is made to (a) your proposed  offering of up to  $150,000,000
of  your  Securities  (the  "Securities"),   as  contemplated  by  the  combined
prospectus   contained  in  the   Registration   Statement  (the   "Registration
Statement") on Form S-3 to be filed by you on May 21, 1997,  with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Act"), which Securities include (i) $125,000,000 of New Bonds, Senior Notes, or
Debt Securities (as such terms are defined in the  Registration  Statement),  or
any  combination   thereof,  to  be  registered  pursuant  to  the  Registration
Statement,  and (ii) $25,000,000 of New Bonds, Senior Notes, or Debt Securities,
or  any  combination  thereof,  previously  registered  under  Registration  No.
333-15379;  and (b) any registration statement registering additional Securities
pursuant to Rule 462(b) of the Act that  relates to the  Registration  Statement
(the "Rule 462(b) Registration Statement").

         We have examined originals or copies, certified or otherwise identified
to  our  satisfaction,   of  such  corporate  records,   agreements,  and  other
instruments,   certificates,   orders,  opinions,   correspondence  with  public
officials, certificates provided by your officers and representatives, and other
documents as we have deemed  necessary or advisable  for the purposes of rending
the opinions set forth herein.

         Based  on  the  foregoing,  it  is  our  opinion  that  after  (i)  the
Registration   Statement,   and  the  Rule  462(b)  Registration  Statement,  if
applicable,  shall have become  effective,  and (ii) you shall have entered into
one  or  more  underwriting  or  distribution  agreements  with  respect  to the
Securities  then to be offered and the initial public offering price for each of
such Securities and the discounts  therefrom and commission  therefor shall have
been determined in accordance with such underwriting or distribution agreements,
pursuant to the  authorization  of your Board of  Directors  and the  applicable
order of the Arizona Corporation Commission,  then, when (i) the Securities have
been issued, sold, executed, authenticated, and delivered, and (ii) the purchase
price  therefor  has  been  paid  to you  as  contemplated  in the  Registration
Statement, and the Rule 462(b) Registration Statement, if applicable,  including
the Exhibits thereto) and in any relevant amendment thereto or in any Rule

Arizona Public Service Company
May 21, 1997
Page 2


424 supplement to the prospectus  contained in the Registration  Statement,  the
Securities will be validly issued and will constitute legal,  valid, and binding
obligations  of you except as the same may be limited by (a) general  principles
of equity or by bankruptcy, insolvency, reorganization, arrangement, moratorium,
or other laws or equitable  principles  relating to or affecting the enforcement
of creditors' rights generally,  or by equitable principles that limit the right
to specific performance or otherwise limit remedial action or the enforcement of
the security provided for the Securities,  (b) the necessity for compliance with
the statutory  procedural  requirements  governing the exercise of remedies by a
secured creditor,  and (c) the qualification  that certain waivers,  procedures,
remedies,  and other provisions of the Securities may be unenforceable  under or
limited by the law of the State of  Arizona;  however,  such law does not in our
opinion substantially prevent the practical realization of the benefits thereof.

         In giving the  foregoing  opinion,  we are relying  upon the opinion of
Keleher &  McLeod,  P.A.,  your New  Mexico  counsel,  to the  effect  that your
activities  to date do not  constitute  you a "public  utility"  as that term is
defined  in  the  laws  of New  Mexico,  and  that,  accordingly,  no  approval,
authorization,  or consent of the New Mexico  Public  Service  Commission or any
other  public  board or body of the  State of New  Mexico  is  required  for the
issuance and sale of the Securities.

         Consent  is  hereby  given  to the use of this  opinion  as part of the
Registration   Statement,   and  the  Rule  462(b)  Registration  Statement,  if
applicable,  and to the use of our name wherever it appears in said Registration
Statement,  the related prospectus,  and the Rule 462(b) Registration Statement,
if applicable.

                                Very truly yours,

                                 Snell & Wilmer L.L.P.