Exhibit 5(d)
(214) 220-7700
(214) 220-7716
April 11, 1997
Central Power and Light Company
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
CPL Capital I
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas Texas 75202
CPL Capital II
c/o Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas Texas 75202
Re: Registration Statement on Form S-3, as amended, of
Central Power and Light Company
Ladies and Gentlemen:
We are acting as special Texas counsel to Central Power and
Light Company, a Texas corporation (the "Company"), in connection with the
proposed issuance and sale by the Company from time to time of up to $150
million aggregate principal amount of the Company's Junior Subordinated
Debentures (the "Debentures") to be issued in one or more series pursuant to an
indenture between the Company and The Bank of New York, as Trustee (the
"Indenture"), and the proposed public offering by CPL Capital-I and CPL
Capital-II, each a business trust created under the laws of the State of
Delaware (collectively, the "Issuer Trusts"), from time to time in one or more
series, not to exceed $150 million of their preferred securities, representing
preferred undivided beneficial interests in the assets of such Issuer Trusts
(the "Preferred Securities"), all as contemplated by the Registration Statement
on Form S-3, as amended (File No. 333-21149) (the "Registration Statement"),
filed by the Company and the Issuer Trusts with the Securities and Exchange
Commission (the "Commission") for the registration of the Debentures and
Preferred Securities under the Securities Act of 1933, as amended (the "Act"),
and their sale pursuant to one or more underwriting agreements filed as an
exhibit to the Registration Statement (each, an "Underwriting Agreement").
As described in the Registration Statement, the Company may issue the
Debentures to (a) the public or institutional investors or (b) the Issuer Trusts
in connection with the issuance of Preferred Securities. If Preferred Securities
are issued by the Issuer Trusts, the proceeds therefrom, together with the
capital contribution of the Company, as owner of the common securities of each
Issuer Trust, will be used to purchase Debentures. The Company will guarantee
pursuant to a Guarantee Agreement the payment by each Issuer Trust of
distributions with respect to the Preferred Securities and of amounts due upon
liquidation of each Issuer Trust or redemption of the Preferred Securities
(collectively, the "Guarantees"), all to the extent such Issuer Trust has funds
available therefor as set forth in the Guarantees. The Preferred Securities are
to be issued by each Issuer Trust pursuant to a Trust Agreement, each as amended
and restated. We have examined originals, or copies certified to our
satisfaction, or such corporate records of the Company and the Issuer Trusts,
certificates of public officials, certificates of officers and representatives
of the Company and the Issuer Trusts and other documents as we have deemed
necessary as a basis for the opinions hereinafter expressed. In our examination
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the originals of
all documents submitted to us as copies. As to various questions of fact
material to such opinions we have, when relevant facts were not independently
established, relied upon certifications by officers of the Company and other
appropriate persons and statements contained in the Registration Statement.
Based on the foregoing, and having regard to legal considerations we deem
relevant, we are of the opinion that:
1. All requisite action necessary for the due execution and delivery
of the Guarantees will have been taken when the Board of Directors of the
Company, the Pricing Committee thereof or an officer duly authorized thereby,
shall have taken such action as may be necessary to fix and determine the terms
of the Guarantees and the Guarantees shall have been duly executed and
delivered.
2. All requisite action necessary for the due execution and delivery
of the Debentures will have been taken when the Board of Directors of the
Company, the Pricing Committee thereof or an officer duly authorized thereby,
shall have taken such action as may be necessary to fix and determine the terms
of the Debentures, the Indenture shall have been executed and delivered, and the
Debentures shall have been issued and delivered in exchange for the proceeds
from the Preferred Securities and the capital contribution of the company.
The opinions expressed above are limited to the laws of the State of
Texas.
We hereby consent to the use of this opinion as Exhibit 5(b) to the
Registration Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required pursuant to
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
/s/ Vinson & Elkins L.L.P.