BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC
Exhibit
5(a)
BNP
Paribas Securities Corp.
Credit
Suisse Securities (USA) LLC
▇. ▇.
▇▇▇▇▇▇ Securities Inc.
Greenwich
Capital Markets, Inc.
as
the Underwriters
named
in the Underwriting Agreement
dated
June 4, 2008 among the Underwriters and Southwestern Electric Power
Company
June 9,
2008
Ladies
and Gentlemen:
I am an
employee of American Electric Power Service Corporation, an affiliate of
Southwestern Electric Power Company (the “Company”), and have acted as counsel
to the Company in connection with the purchase by you (the “Underwriters”)
of $400,000,000 aggregate principal amount of 6.45% Senior Notes,
Series G, due 2019 (the “Notes”), issued by the Company pursuant to the
Underwriting Agreement, dated June 4, 2008 among the Company and the
Underwriters (the “Underwriting Agreement”).
I have
examined the Registration Statement on Form S-3 (File No. 333-145669) filed by
the Company under the Securities Act of 1933, as amended (the “Securities Act”),
as it became effective under the Securities Act (the “Registration Statement”),
and the Company’s prospectus, dated September 7, 2007 (the “Basic Prospectus”),
as supplemented by a preliminary prospectus supplement dated June 4, 2008,
including all documents incorporated by reference therein (the Basic Prospectus
as so supplemented, the “Preliminary Prospectus”) and a prospectus supplement,
dated June 4, 2008 (the “Prospectus Supplement”, and together with the Basic
Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of
the rules and regulations of the Securities and Exchange Commission (the
“Commission”) under the Securities Act, which, pursuant to Form S-3,
incorporates by reference or is deemed to incorporate by reference the Annual
Report on Form 10-K of the Company for the fiscal year ended December 31, 2007,
(the “Form 10-K”), and the Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 2008, and the Current Reports on Form 8-K of the Company
dated April 4, 2008 and May 7, 2008 (collectively, the “Exchange Act
Documents”), each as filed under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
I have
also examined the free writing prospectus prepared by the Company (the
“Permitted Free Writing Prospectus”) and filed under Rule 433 of the Securities
Act. The documents listed in Exhibit 3 to the Underwriting Agreement
taken together, are collectively referred to as the “Pricing Disclosure
Package”. In addition, I also have examined (i) the Indenture,
dated as of February 25, 2000, between the Company and The Bank of New York, as
Trustee (the “Trustee”), as previously supplemented (the “Original Indenture”)
and as to be further supplemented by a Seventh Supplemental Indenture, dated as
of June 9, 2008 (the “Supplemental Indenture”; the Original Indenture as
supplemented by the Supplemental Indenture, the “Indenture”); (ii) the
Underwriting Agreement; and (iii) a duplicate of the global note representing
the Notes. In addition, I have examined, and have relied as to
matters of fact upon, the documents delivered to you at closing, and upon
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.
In
furnishing this opinion, with your permission, I have assumed that (i) the
Indenture and the Notes have been duly authorized, executed and delivered (and
in the case of the Notes, authenticated) by the Trustee; (ii) the Trustee has
the power and authority to execute, authenticate, deliver and perform the
Indenture and the Notes; (iii) the execution, authorization, delivery and
performance of the Indenture and the Notes by the Trustee fully comply in all
material respects with all laws, rules, regulations, judgments and orders
applicable to the Trustee and its property; and (iv) the Indenture constitutes
the valid and legally binding obligation of the Trustee.
Based on
the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, I am of the opinion that:
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(a)
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The
Company is a corporation duly organized and existing under the laws of the
State of Delaware, is duly qualified to do business as a foreign
corporation under the laws of the States of Arkansas, Louisiana and Texas
and has due corporate authority to carry on the public utility business in
which it is engaged and to own and operate the properties used by it in
such business.
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(b)
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The
Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended.
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(c)
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The
Company has full power and authority to execute and deliver the Indenture,
and the Indenture has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding obligation of the
Company enforceable against the Company in accordance with its
terms. The Underwriting Agreement has been duly authorized,
executed and delivered by the
Company.
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(d)
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The
Company has full power and authority to execute and deliver the Notes, the
Notes have been duly authorized, executed and delivered by the Company,
and, upon payment and delivery in accordance with the Underwriting
Agreement, constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and
entitled to the benefits of the
Indenture.
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(e)
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The
Federal Energy Regulatory Commission has issued an appropriate order under
the Federal Power Act, authorizing, among other things, the
issuance and the sale of the Notes; such order is sufficient for the
issuance and the sale of the Notes; and the issuance and the sale of the
Notes in accordance with the Underwriting Agreement are in conformity with
the terms of such order. The Commission has issued an
appropriate order under the Securities Act with respect to the sale of the
Notes. No other approval or consent of any governmental body is
required for the issuance and the sale of the Notes to you or the
performance by the Company of its obligations under the Underwriting
Agreement or the Indenture. I have not considered whether any
approval or consent is required under the “blue sky” laws of any
jurisdiction.
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(f)
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The
statements made in the Prospectus under the captions “Description of the
Senior Notes” (other than under the heading “Book-Entry Securities –
Registration, Transfer, and Payment of Interest and Principal”) and
“Supplemental Description of the Senior Notes” (other than “Book-Entry
Only Issuance”), insofar as they purport to constitute summaries of
certain terms of documents referred to therein, constitute accurate
summaries of the terms of such documents in all material
respects.
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My
opinions set forth in paragraphs (c) and (d) above are subject to (1) the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally; (2) general equitable principles (whether considered in a proceeding
in equity or at law); and (3) an implied covenant of good faith and fair
dealing.
I have
not independently verified the accuracy, completeness or fairness of the
statements made in the Registration Statement, the Prospectus, the Permitted
Free Writing Prospectus or the Exchange Act Documents, and I take no
responsibility therefore, except as and to the extent set forth in paragraph (f)
above. In connection with, and under the circumstances applicable to
the offering of the Notes, I participated in conferences with certain officers
and employees of the Company, with representatives of Deloitte & Touche LLP,
with your representatives and with your counsel in the course of the preparation
by the Company of the Registration Statement, the Permitted Free
Writing Prospectus and the Prospectus (including the Exchange Act Documents) and
also reviewed certain records and documents furnished to me by the Company, as
well as documents delivered to you at closing. I did not prepare the
Exchange Act Documents; however, I reviewed the Exchange Act Documents prior to
their filing with the Commission.
Based
upon my review of the Registration Statement, the Prospectus, the Permitted Free
Writing Prospectus and the Exchange Act Documents, my reviews made in connection
with the preparation of the Registration Statement and the Prospectus, my
participation in the conferences referred to above, my review of the records and
documents as described above, as well as my understanding of the U.S. federal
securities laws and the experience I have gained in my practice thereunder, (i)
I advise you that each of the Registration Statement on the date of the
Underwriting Agreement, and the Preliminary Prospectus, the Permitted Free
Writing Prospectus and the Prospectus, as of their respective
dates, appeared on its face to be appropriately responsive, in all
material respects, to the requirements of the Securities Act and the applicable
rules and regulations of the Commission thereunder, except that in each case I
express no view with respect to the financial statements or other financial or
statistical data contained in, incorporated or deemed incorporated by reference
in, or omitted from such documents, and (ii) nothing has come to my attention
that causes me to believe that the Registration Statement on the date of the
Underwriting Agreement (including the Exchange Act Documents on file
with the Commission as of such date), contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or
that the Pricing Disclosure Package, as of the Applicable Time (as defined in
the Underwriting Agreement), included an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made not
misleading, or that the Prospectus (including the Exchange Act Documents), as of
its date or as of the date hereof, contained or contains any untrue statement of
a material fact or omitted or omits to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading, except that in each case I express no belief
with respect to the financial statements or other financial or statistical data
contained in, incorporated or deemed incorporated by reference in, or omitted
from the Registration Statement, the Prospectus or the Exchange Act
Documents.
I am
today delivering an executed copy of this opinion to the Trustee 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 and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in connection with the above-described
transaction. This opinion may not be relied upon by you, the Trustee
or ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇