EXHIBIT 5.02
[Letterhead of Richards, Layton & Finger]
October 1, 1999
OGE Energy Corp.
OGE Energy Capital Trust I
OGE Energy Capital Trust II
c/o OGE Energy Corp.
321 North Harvey
Oklahoma City, Oklahoma 73102
Re: OGE Energy Capital Trust I and OGE Energy Capital Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for OGE Energy Corp., an
Oklahoma corporation (the "Company"), OGE Energy Capital Trust I, a Delaware
business trust ("Trust I"), and OGE Energy Capital Trust II, a Delaware
business trust ("Trust II"), (Trust I and Trust II are hereinafter
collectively referred to as the "Trusts" and sometimes hereinafter
individually referred to as a "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of Trust I, as filed with the office
of the Secretary of State of the State of Delaware (the
"Secretary of State") on September 29, 1999
(b) The Certificate of Trust of Trust II, as filed with the
Secretary of State on September 29, 1999;
(c) The Declaration of Trust of Trust I, dated as of September 29,
1999 among the Company and the trustees of Trust I named
therein;
(d) The Declaration of Trust of Trust II, dated as of September 29,
1999 among the Company and the trustees of Trust II named
therein;
(e) The Registration Statement (the "Registration Statement") on
Form S-3, including a preliminary prospectus with respect to
the Trusts (the "Prospectus"), relating to the Preferred
Securities of the Trusts representing preferred undivided
beneficial ownership interests in the assets of the Trusts
(each, a "Preferred Security" and collectively, the
"Preferred Securities"), to be filed by the Company and the
Trusts with the Securities and Exchange Commission;
(f) A form of Amended and Restated Declaration of Trust for each of
the Trusts, to be entered into between the Company, the trustees
of the Trust named therein, and the holders, from
time to time, of the undivided beneficial ownership interests
in the assets of such Trust (including Exhibits A and B
thereto) (collectively, the "Declarations" and individually,
a "Declaration"), attached as an exhibit to the Registration
Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated
October 1, 1999, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (g) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Declarations will constitute the entire agreement among the parties thereto
with respect to the subject matter thereof, including with respect to the
creation, operation and termination of the applicable Trust, and that the
Declarations and the Certificates of Trust will be in full force and effect
and will not be amended, (ii) except to the extent provided in paragraph 1
below, the due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us
under the laws of the jurisdiction governing its organization or formation,
(iii) the legal capacity of natural persons who are parties to the documents
examined by us, (iv) that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (v) the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the
Trusts (collectively, the "Preferred Security Holders") of a Preferred
Security Certificate for such Preferred Security and the payment for such
Preferred Security, in accordance with the Declarations and the Registration
Statement, and (vii) that the Preferred Securities are authenticated, issued
and sold to the Preferred Security Holders in accordance with the
Declarations and the Registration Statement. We have not participated in the
preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our
opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary
or appropriate, and subject to the assumptions, qualifications, limitations
and exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly
existing in good standing as a business trust under the
Delaware Business Trust Act, 12 Del. C. Section 3801 et seq.
2. The Preferred Securities of each Trust will represent valid
and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial
interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private
corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the
Preferred Security Holders may be obligated to make payments
as set forth in each Declaration.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger