FENNEBRESQUE, CLARK, SWINDELL & HAY
ATTORNEYS AT LAW
NATIONSBANK CORPORATE CENTER TELEPHONE 704-347-3800
SUITE 2900 FACSIMILE 704-347-3838
100 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28202-4011
EXHIBIT 5
December 20, 1995
Public Service Company of
North Carolina, Incorporated
400 Cox Road
Post Office Box 1398
Gastonia, North Carolina 28053-1398
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the above-captioned Registration Statement on Form S-3 (the
"Registration Statement") filed by Public Service Company of North Carolina,
Incorporated, a North Carolina corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the proposed issuance and sale of up to $125,000,000
aggregate principal amount of debt securities ("Debt Securities") to be issued
pursuant to the Indenture and any applicable supplemental indenture
(collectively, and as amended, restated, supplemented or otherwise modified and
in effect from time to time, the "Indenture") between the Company and First
Union National Bank of North Carolina, as trustee (the "Trustee").
We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records of the Company,
certificates of officers of the Company and public officials and such other
documents as we have deemed necessary as the basis for the opinion hereinafter
expressed. In our examination, we have assumed (i) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to us as copies and
(ii) due execution and delivery of the Indenture by the Company and the Trustee.
Based on the foregoing, we are of the opinion that:
(1) when the Registration Statement relating to the Debt Securities
filed with the Securities and Exchange Commission under the Act has been
declared effective, no further authorization, consent or approval by any
regulatory authority will be required for the valid issuance and sale of the
Debt Securities (except under the so-called "blue-sky" or securities
Public Service Company of
North Carolina, Incorporated
Page 2
laws of the several states or by the North Carolina Utilities Commission
("NCUC"), as to the applicability of which we do not express an opinion);
(2) when the Board of Directors of the Company or a committee
designated thereby, or the authorized officers of the Company acting pursuant to
a delegation of authority to them by such a committee, has determined the price
and other terms and conditions relating to the issue and sale of the Debt
Securities, the Debt Securities will have been duly authorized by the Company;
(3) upon the execution and delivery to the Trustee of the duly executed
written order of the Company, the Debt Securities will be issuable under the
terms of the Indenture; and
(4) upon the execution, certification and delivery of the Debt
Securities in accordance with the corporate and governmental authorizations
(including, without limitation, compliance with any applicable orders or rules
of the NCUC or any "blue-sky" or state securities laws) referred to above and in
accordance with the Indenture, the Debt Securities will be valid and legally
binding obligations of the Company.
The opinion expressed in numbered paragraph (4) is qualified to the
extent that enforcement of the rights and remedies in the Indenture and the Debt
Securities referred to therein is subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
We understand that this opinion is to be used in connection with the
Company's Registration Statement on Form S-3 relating to the Debt Securities to
be filed with the Securities and Exchange Commission under the Act.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the related Prospectus.
Very truly yours,
(signature of Fennebresque, Clark, Swindell & Hay appears here)