Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated UBS Securities LLC Wachovia Capital Markets, LLC As the Underwriters named in the Underwriting Agreement dated March 13, 2008 among the...
EXHIBIT
5(a)
Citigroup
Global Markets Inc.
▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated
UBS
Securities LLC
Wachovia
Capital Markets, LLC
As the
Underwriters
named in the Underwriting
Agreement
dated March 13, 2008 among
the
Underwriters and American Electric
Power Company, Inc.
(the "Underwriting
Agreement")
March 20,
2008
Ladies
and Gentlemen:
I am an
employee of American Electric Power Service Corporation, an affiliate of
American Electric Power Company, Inc. (the "Company"), and have acted as counsel
to the Company in connection with your agreement to purchase $315,000,000
aggregate principal amount of 8.75% Junior Subordinated Debentures (the
"Debentures"), of the Company, pursuant to the Underwriting
Agreement. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Underwriting
Agreement.
I have
examined (1) the Junior Subordinated Indenture dated as of March 1, 2008 (the
"Indenture") as to be supplemented by a Company Order and Officer’s Certificate,
each dated as of March 20, 2008 (collectively, the "Company Order"), from the
Company to The Bank of New York, as Trustee (the "Trustee"), (2) the
Underwriting Agreement, (3) the Registration Statement and (4) the
Prospectus. In addition, I have examined, and have relied as to
matters of fact upon the originals or copies, certified or otherwise identified
to my satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents or oral statements of
public officials and of officers and representatives of the Company, and have
made such other and further investigations as I have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based on
the foregoing, I am of the opinion that:
(a) The
Company has been duly incorporated and is validly existing and in good standing
as a corporation under the laws of the State of New York and has full corporate
power and authority to conduct its business as described in the Registration
Statement and Prospectus.
(b) The
execution, delivery and performance by the Company of the Underwriting Agreement
and the Company Order and the performance of the Indenture and the consummation
by the Company of the transactions contemplated therein and compliance by the
Company with their obligations thereunder do not and will not result in any
violation of the charter or bylaws of the Company or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company and do not and will not conflict with, or result in a breach of any of
the terms or provisions of, or constitute a default under any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument to which the Company is a party or by which it may be bound or to
which any of its properties may be subject (except for conflicts, breaches or
defaults which would not, individually or in the aggregate, be materially
adverse to the Company or materially adverse to the transactions contemplated by
the Underwriting Agreement).
(c) The
Company has full power and authority to execute and deliver the Company Order,
and the Indenture and the Company Order have been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
thereof by the Trustee, constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with its terms, except as
may be limited by (i) bankruptcy, insolvency, fraudulent transfer,
reorganization or other laws of general applicability relating to or affecting
creditors’ rights and (ii) general equity principles, whether considered at
equity or in a court of law. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
(d) The
Company has full power and authority to execute and deliver the Debentures and
the Debentures have been duly authorized, executed and delivered by the Company,
and assuming due authentication by the Trustee, constitute valid and legally
binding obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as may be
limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization or
other laws of general applicability relating to or affecting creditors’ rights
and (ii) general equity principles, whether considered at equity or in a court
of law.
(e) The
Securities and Exchange Commission has issued an appropriate order under the
Securities Act of 1933, as amended, with respect to the sale of the
Debentures. No other approval or consent of any governmental body is
required for the issuance and the sale of the Debentures to you or the
performance by the Company of its obligations under the Underwriting Agreement,
the Indenture or the Company Order. I have not considered whether any
approval or consent is required under the blue sky laws of any
jurisdiction.
I am
today delivering an executed copy of this opinion to the Hunton & ▇▇▇▇▇▇▇▇
LLP and & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, who are entitled to rely upon this
opinion to the same extent as if such opinion were addressed to
them. This opinion is rendered to you, the Trustee, Hunton &
▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in connection with the above-described
transaction. This opinion may not be relied upon by you, the
Trustee,
Hunton
& ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP for any other purpose, or relied
upon or furnished to any other person, firm or corporation without my prior
written permission.
Very
truly yours,
/s/
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