Exhibit 5.1
[Perkins Coie LLP Letterhead]
February 15, 2002
Puget Energy, Inc.
411 - 108/th/ Avenue N.E.
Bellevue, WA 98004
Puget Sound Energy, Inc.
411 - 108/th/ Avenue N.E.
Bellevue, WA 98004
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Puget Energy, Inc., a Washington corporation
("Puget Energy") and Puget Sound Energy, Inc., a Washington corporation ("PSE"),
in connection with the preparation and filing of the Registration Statement on
Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission with respect to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of $500,000,000 of (a) common stock of Puget
Energy (the "Common Stock"), (b) Senior Notes of PSE (the "Notes"), (c)
Unsecured Debentures of PSE (the "Debentures") and (d) the guarantee by PSE of
the trust preferred securities (the "Preferred Securities") of Puget Sound
Energy Capital Trust III (the "Guarantee").
The Notes are to be issued under a senior note indenture between PSE and
State Street Bank and Trust Company, as trustee (the "Note Trustee"), and one or
more supplemental indentures thereto (collectively, the "Note Indenture"). PSE's
obligations under the Notes will be secured by PSE's first mortgage bonds (the
"Pledged Bonds") to be issued under either PSE's electric property first
mortgage indenture (the "Electric Mortgage") between PSE and State Street Bank
and Trust Company, as trustee (the "Electric Trustee") or PSE's gas property
first mortgage indenture (the "Gas Mortgage") between PSE and The Bank of New
York Company, Inc, as trustee (the "Gas Trustee"). The Debentures are to be
issued under an indenture between PSE and Bank One Trust Company, N.A., as
trustee (the "Debenture Trustee"), and one or more supplemental indentures
thereto (collectively, the "Debenture Indenture"). The Guarantee is to be issued
pursuant to a preferred securities guarantee agreement (the "Guarantee
Agreement") to be entered into between PSE and Bank One Trust Company, N.A., as
trustee (the "Guarantee Trustee").
We have examined the Registration Statement and such other instruments,
documents and records of Puget Energy and PSE, certificates of public officials
and other materials that we deemed necessary or appropriate in giving this
opinion (collectively, the "Documents").
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February 15, 2002
Page 2
In such examination, we have assumed the following: (a) the authenticity of
original Documents and the genuineness of all signatures, (b) the conformity to
the originals of all Documents submitted to us as copies, (c) the requisite
power and due authorization, corporate or otherwise, to enter into the Documents
and to perform all obligations thereunder, (d) the validity, binding effect and
enforceability in accordance with their terms, of the Documents and (e) the
truth, accuracy and completeness of the information, representations and
warranties contained in the Documents.
Based upon the foregoing examination, we are of the opinion that:
1. The Common Stock will be duly authorized, validly issued, fully paid
and nonassessable when (a) the Registration Statement, and any amendments or
supplements thereto (including any necessary post-effective amendments), shall
have become effective under the Securities Act, (b) Puget Energy's Board of
Directors or duly authorized committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of the Common Stock, as
contemplated by the Registration Statement and any amendments or supplements
thereto, (c) the Common Stock shall have been duly executed by Puget Energy and
registered by its registrar, (d) the Common Stock shall have been offered and
sold by Puget Energy, as contemplated by the Registration Statement and any
amendments or supplements thereto, and (e) Puget Energy shall have received the
consideration required for the Common Stock to be sold by it as contemplated by
the Registration Statement and any amendments or supplements thereto.
2. The Notes will be duly authorized, validly issued and binding
obligations of PSE when
(a) the Registration Statement, and any amendments or supplements
thereto (including any necessary post-effective amendments), shall have become
effective under the Securities Act, and the Note Indenture shall have been
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and duly executed and delivered by PSE and the Note Trustee;
(b) the Washington Utilities and Transportation Commission shall have
issued the appropriate orders authorizing the issuance and sale of the Notes;
(c) PSE's Board of Directors or duly authorized committee thereof
shall have duly adopted final resolutions authorizing (i) the issuance and sale
of the Notes, as contemplated by the Registration Statement (including any
amendments or supplements thereto) and the Note Indenture, (ii) the execution
and delivery of the Note Indenture,
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February 15, 2002
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including an indenture supplemental thereto pursuant to which PSE will issue a
series of Notes, (iii) issuance and delivery of the Pledged Bonds; and (iv) the
execution and delivery of an indenture supplemental to the Electric Mortgage or
the Gas Mortgage, as the case may be, pursuant to which PSE will issue a series
of Pledged Bonds (the "Pledged Bond Supplemental Indenture");
(d) the terms of the Notes and their issue and sale shall have been
duly established in conformity with the Note Indenture so as not to violate any
applicable law, agreement or instrument then binding upon PSE;
(e) the terms of the Pledged Bonds and their issue shall have been
duly established in conformity with the Electric Mortgage or Gas Mortgage, as
the case may be, so as not to violate any applicable law, agreement or
instrument then binding upon PSE;
(f) PSE shall have complied with the terms and conditions of the Note
Indenture with respect to the creation, authentication and delivery of a
supplemental indenture thereto;
(g) the Notes shall have been duly executed by PSE, duly authenticated
and delivered by the Note Trustee, and issued and sold by PSE as contemplated by
the Registration Statement (including any amendments or supplements thereto) and
in accordance with the above-mentioned corporate and governmental
authorizations;
(h) PSE shall have complied with the terms and conditions of the
Electric Mortgage or the Gas Mortgage, as the case may be, with respect to the
creation, authentication and delivery of a supplemental indenture thereto;
(i) the Pledged Bonds shall have been duly executed by PSE, duly
authenticated and delivered by the Electric Trustee or the Gas Trustee, as the
case may be, and issued by PSE as contemplated by the Registration Statement
(including any amendments or supplements thereto) and in accordance with the
above-mentioned corporate and governmental authorizations; and
(j) the Pledged Bond Supplemental Indenture shall have been duly filed
and recorded in the appropriate recording offices of all jurisdictions in which
the properties subject to the Electric Mortgage or the Gas Mortgage, as the case
may be, are located, and all appropriate Uniform Commercial Code filings shall
have been duly filed and recorded.
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February 15, 2002
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3. The Debentures will be duly authorized, validly issued and binding
obligations of PSE when (a) the Registration Statement, and any amendments or
supplements thereto (including any necessary post-effective amendments) shall
have become effective under the Securities Act, and the Debenture Indenture
shall have been qualified under the Trust Indenture Act, and duly executed and
delivered by PSE and the Debenture Trustee; (b) PSE's Board of Directors or duly
authorized committee thereof shall have duly adopted final resolutions
authorizing (i) the issuance and sale of the Debentures, as contemplated by the
Registration Statement (including any amendments or supplements thereto) and the
Debenture Indenture and (ii) the execution and delivery of the Debenture
Indenture, including an indenture supplemental thereto pursuant to which PSE
will issue a series of Debentures; (c) the Debenture Indenture, including any
supplemental indenture thereto, under which such Debentures are to be issued
shall have been duly executed as provided in such resolutions and the Debentures
shall have been duly executed and authenticated as provided in the Debenture
Indenture, including any such supplemental indenture, so as not to violate any
applicable law, agreement or instrument then binding upon PSE, and shall have
been duly delivered to the purchasers thereof against payment of the agreed
consideration therefor; and (d) the Washington Utilities and Transportation
Commission shall have issued the appropriate orders authorizing the issuance and
sale of the Debentures.
4. The Guarantee will be a duly authorized, validly issued and binding
obligation of PSE when (a) the Registration Statement, and any amendments or
supplements thereto (including any necessary post-effective amendment) shall
have become effective under the Securities Act; (b) the Guarantee shall have
been qualified under the Trust Indenture Act, and duly executed and delivered by
PSE and the Guarantee Trustee; (c) PSE's Board of Directors or duly authorized
committee thereof shall have duly adopted final resolutions authorizing the
execution and delivery of the Guarantee, as contemplated by the Registration
Statement (including any amendments or supplements thereto) and the applicable
amended and restated declaration of trust (d) the Preferred Securities shall
have been legally issued, as provided in the applicable amended and restated
declaration of trust; (e) the Guarantee shall have been duly executed and
delivered as provided in the applicable preferred securities guarantee agreement
so as not to violate any applicable law, agreement or instrument then binding
upon PSE; and (f) the Washington Utilities and Transportation Commission shall
have issued the appropriate orders authorizing the Guarantee.
The opinions expressed above are subject to the following exclusions and
qualifications:
A. We express no opinion as to the validity, binding effect or
enforceability of any right or obligation to the extent that such right or
obligation may be limited by
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February 15, 2002
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(i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other laws relating to or affecting creditors' rights generally,
(ii) general principles of equity (regardless of whether considered in a
proceeding in equity or at law), including those relating to the availability of
the remedy of specific performance or injunctive relief or (iii) the effect of
federal and state securities laws and principles of public policy on rights of
indemnity and contribution.
B. We express no opinion as to any laws other than the federal laws of
the United States and the state of Washington and we express no opinion with
respect to the laws, regulations or ordinances of any county, municipality or
governmental subdivision or agency thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the related Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Perkins Coie LLP