Common use of Opinion of General Counsel of the Company Clause in Contracts

Opinion of General Counsel of the Company. BNYCMI shall have received on or prior to each Issuance Date an opinion of Xxxxx X. Xxxxx, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to BNYCMI), dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) to the effect that: (i) each of the Company and the Material Subsidiary have been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) the Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) the Issuance Shares have been duly authorized by the Company, and when executed and delivered to BNYCMI or its designee and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Issuance Shares by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, and, except for such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement or the issuance and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Material Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Prospectus; (vii) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, any proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) the Company has complied with K.S.A. § 66-125 with respect to the issuance of the Issuance Shares. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Issuance Shares by BNYCMI in the manner contemplated herein and in the Prospectus; and (x) the statements in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act or as amended or supplemented, if applicable, as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to BNYCMI. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.

Opinion of General Counsel of the Company. BNYCMI You shall have received on or prior to each Issuance the Closing Date an opinion (satisfactory to you and counsel to the Purchasers), dated the Closing Date, of Xxxxx X. XxxxxXxxxxxxx, Esq., Senior Vice President, President and General Counsel and Corporate Secretary of for the Company (or another lawyer of the Company reasonably satisfactory to BNYCMI)Company, dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) substantially to the effect that: (i) each of the Company Guarantors that is a significant subsidiary (as defined in Rule 1-02(w) of Regulation S-X) of Hovnanian is listed on Schedule I hereto (the “Significant Subsidiaries”) and each of the Company, Hovnanian and the Material Subsidiary have Significant Subsidiaries has been duly incorporatedincorporated or formed, as the case may be, is validly existing as a corporation corporation, limited partnership or limited liability company in good standing under the laws of its jurisdiction of incorporation or formation and has the State corporate power, or its equivalent in the case of Kansas limited partnerships and limited liability companies, and authority to carry on its business as described in the Final Offering Circular and to own, lease and operate its properties; (ii) each of the Company, Hovnanian and the Significant Subsidiaries is duly qualified to transact business and is in good standing as a foreign corporation, limited partnership or limited liability company authorized to do business in each jurisdiction in which the conduct nature of its business or its ownership or leasing of property requires such qualification (qualification, except where the failure to be so qualify qualified would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole)Material Adverse Effect; (iiiii) all the Company has an authorized capitalization as set forth in the Prospectus, and all of the issued outstanding shares of capital stock of the Company Company, Hovnanian and the Significant Subsidiaries have been duly authorized and validly authorized and issued and are fully paid and paid, non-assessableassessable and not subject to any preemptive or similar rights; (iiiiv) the Issuance Shares Offered Securities have been duly authorized, executed and issued by the Company; (v) the Exchange Securities have been duly authorized by the Company; (vi) The Guarantees have been duly authorized by each of the Guarantors and, when the Offered Securities have been executed and when executed authenticated in accordance with the provisions of the Indenture and delivered to BNYCMI or its designee and paid for by the Purchasers in accordance with the terms of this Agreement, the Guarantees will be validly issuedvalid and binding obligations of each such Guarantor except as (A) the enforceability thereof may be limited by bankruptcy, fully paid insolvency or similar laws affecting creditors’ rights generally and non-assessable(B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (ivvii) the Indenture, the Registration Rights Agreement and each of the Security Documents have been duly authorized, executed and delivered by the Company and the Guarantors, as applicable, and this Agreement has been duly authorized, executed and delivered by the CompanyCompany and each of the Guarantors other than Hovnanian; (vviii) except neither the Company, Hovnanian nor any of the Significant Subsidiaries is in violation of its respective charter, by-laws or formation or organization documents, as rights applicable, and, to indemnity the best of such counsel’s knowledge after due inquiry, neither the Company, Hovnanian nor any of the Significant Subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument that is material to the Company, Hovnanian and contribution under its subsidiaries, taken as a whole, to which the Company, Hovnanian or the Significant Subsidiaries is a party or by which the Company, Hovnanian or the Significant Subsidiaries or their respective property is bound; (ix) the execution, delivery and performance of this Agreement may be limited under applicable lawAgreement, the Registration Rights Agreement, the Indenture, the Offered Securities and the Security Documents by the Company, the execution, delivery and performance of this Agreement Agreement, the Registration Rights Agreement, the Indenture, and Guarantees of the Offered Securities and the Security Documents to which they are party by the Guarantors, the compliance by the Company and the issuance Guarantors with all the provisions hereof and sale thereof and the consummation of the Issuance Shares by the Company transactions contemplated hereby and thereby will not contravene (A) require any provision consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency, (B) conflict with or constitute a breach of applicable law any of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state terms or jurisdiction of the United Statesprovisions of, or a default under, the articles of incorporation charter, or by-laws (or similar organizational document) formation or organization documents, as applicable, of the Company oror any of the Guarantors or any indenture, to the best knowledge of such counselloan agreement, any material mortgage, lease or other agreement or other instrument that is material instrument binding upon to the Company, and, except for such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement or the issuance and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company Hovnanian and its consolidated subsidiaries, taken as a whole, and neither to which the Company nor Company, Hovnanian or the Material Subsidiary has received other Guarantors is a party or by which the Company, Hovnanian or the other Guarantors or their respective property is bound, (C) violate or conflict with any notice applicable law or any rule, regulation, judgment, order or decree of proceedings relating any court or any governmental body or agency having jurisdiction over the Company, Hovnanian, any of its subsidiaries or their respective property, (D) result in the imposition or creation of (or the obligation to create or impose) a Lien under any agreement or instrument to which the Company, Hovnanian or any of its subsidiaries is a party or by which the Company, Hovnanian or any of its subsidiaries or their respective property is bound or (E) result in the suspension, termination or revocation of any Authorization of the Company, Hovnanian or modification any of its subsidiaries or any other impairment of the rights of the holder of any such franchiseAuthorization; except where the failure to be valid and in full force and effect or to be in compliance, certificate the occurrence of convenience and authorityany such event or the presence of any such restriction or to have any such Authorization (in each case, license other than with respect to the charter or permit whichby-laws or formation or organization documents) would not, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth Material Adverse Effect (it being understood that no opinion is given in this paragraph ?(ix) with respect to any federal or contemplated in the Prospectusstate securities law or any rule or regulation issued pursuant to any federal or state securities law); (viix) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectusafter due inquiry, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding proceedings pending or threatened (including, without limitation, any proceeding pending before the State Corporation Commission of the State of Kansas (“KCC”) or Federal Regulatory Energy Commission (“FERC”)) to which the Company Company, Hovnanian or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject, which might result, singly or in the aggregate, in a Material Adverse Effect, except as disclosed in the Final Offering Circular; (xi) except as disclosed in the Final Offering Circular, neither the Company, Hovnanian nor any of its subsidiaries has violated any Environmental Law, any provisions of the Employee Retirement Income Security Act of 1974, as amended, or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a Material Adverse Effect; (xii) each of the Company, Hovnanian and its subsidiaries has such Authorizations of, and has made all filings with and notices to, all governmental or regulatory authorities and self-regulatory organizations and all courts and other tribunals, including, without limitation, under any applicable Environmental Laws, as are necessary to own, lease, license and operate its respective properties and to conduct its business, except where the failure to have any such Authorization or to make any such filing or notice would not, singly or in the aggregate, have a Material Adverse Effect; each such Authorization is valid and in full force and effect and each of the Company, Hovnanian and its subsidiaries is in compliance with all the terms and conditions thereof and with the rules and regulations of the authorities and governing bodies having jurisdiction with respect thereto; and no event has occurred (including, without limitation, the receipt of any notice from any authority or governing body) which allows or, after notice or lapse of time or both, would allow, revocation, suspension or termination of any such Authorization or results or, after notice or lapse of time or both, would result in any other impairment of the rights of the holder of any such Authorization; except where such failure to be valid and in full force and effect or to be in compliance or the occurrence of any such event or the presence of any such restriction would not, singly or in the aggregate, have a Material Adverse Effect; (xiii) other than the Registration Rights Agreement, to the best of such counsel’s knowledge after due inquiry, there are no contracts, agreements or understandings between the Company or Hovnanian and any person granting such person the right to require the Company or Hovnanian to file a registration statement under the Exchange Act with respect to any securities of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus Hovnanian or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) require the Company has complied with K.S.A. § 66-125 with respect or Hovnanian to the issuance of the Issuance Shares. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection include such securities with the transactions contemplated herein, except such as have been obtained under the Exchange Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of guarantees thereof registered pursuant to any jurisdiction in connection with the purchase and distribution of the Issuance Shares by BNYCMI in the manner contemplated herein and in the ProspectusRegistration Statement; and (xxiv) each document, if any, filed pursuant to the statements Exchange Act and incorporated by reference in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto Final Offering Circular (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which no opinion need be expressed) complied when so filed as to form with the Exchange Act. In addition, such counsel is shall state that although such counsel has not called upon to express any belief)independently verified the accuracy, on completeness or fairness of the date on which it became effective statements made or included in the Final Offering Circular or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-QExchange Act Documents, contained an untrue statement of a material fact or omitted and such counsel takes no responsibility therefor, nothing has come to state a material fact required such counsel’s attention that causes such counsel to be stated therein or necessary to make the statements therein not misleading; (2) believe that the Prospectus Final Offering Circular (except for including the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any beliefExchange Act Documents), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act or as amended or supplemented, if applicable, as of its date and as of the date of such opinionClosing Date, contained or contains an any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With , except that such counsel expresses no belief with respect to the preceding paragraphfinancial statements or other financial or statistical data contained in, incorporated or deemed incorporated by reference in, or omitted from the Final Offering Circular or the Exchange Act Documents. In rendering such opinion, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion rely as to questions matters involving the application of the law laws of jurisdictions any jurisdiction other than the State of Kansas and the United StatesNew Jersey, such counsel may rely to the extent reasonable on he deems proper and specified in such opinion, upon the opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel as may be reasonably acceptable to counsel to BNYCMI. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of for the Company.

Opinion of General Counsel of the Company. BNYCMI shall have received on or prior to each Issuance Date an The opinion of Xxxxx X. Xxxxx, Senior Vice President, the General Counsel and Corporate Secretary or an Associate General Counsel of the Company (or another lawyer of the Company reasonably satisfactory to BNYCMI"General Counsel"), dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) to the effect that: (i) each Each of the subsidiaries of the Company and the Material Subsidiary have has been duly incorporated, incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has corporate power and authority to own or lease its properties and conduct its business as described in the State Registration Statement; to the knowledge of Kansas such counsel, the Company and is each of its subsidiaries has been duly qualified to transact as a foreign corporation for the transaction of business and is in good standing in under the laws of each other jurisdiction in which the conduct of its business it owns or its ownership leases substantial properties, or leasing of property requires such qualification (except conducts business, and where the failure so to so qualify would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; all of the outstanding shares of capital stock of each such subsidiary have been duly issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned, directly or indirectly, by the Company, free and clear of all liens and encumbrances; and, to the knowledge of such counsel, the Company and each of its subsidiaries has all required authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (including, without limitation, each insurance commission having jurisdiction over the Company or any insurance subsidiary of the Company) to own or lease its properties and to conduct its business as described in the Prospectus, except such authorizations, approvals, orders, licenses, certificates and permits which, if not obtained, would not have a material adverse effect upon on the business or financial condition of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (i) upon opinions (in form and substance satisfactory to the Agents) of local counsel and of counsel for the subsidiaries, as a wholesuch counsel being acceptable to counsel for the Agents, copies of which shall be furnished to each Agent; and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he believes that he is justified in relying upon such opinions and certificates); (ii) There are no legal or governmental proceedings pending or to the Company has an authorized capitalization as set forth best knowledge of such counsel threatened of a character which are required to be disclosed in the Registration Statement and Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) the Issuance Shares have been duly authorized by the Company, and when executed and delivered to BNYCMI or its designee and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) except other than as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Issuance Shares by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, disclosed therein; to the best knowledge of such counsel, there are no contracts, indentures, mortgages, deeds of trust, loan agreements or other documents of a character required to be described in the Registration Statement or Prospectus (or required to be filed under the 1934 Act if upon such filing they would be incorporated by reference therein) or to be filed as exhibits to the Registration Statement that are not described and filed as required; (iii) Neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, charter or By-laws or in default in the performance or observance of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, contractual obligation known to the best knowledge of such counsel, any material agreement the violation of or other material instrument binding upon the Company, and, except for such permits default under which has or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement or the issuance and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to will have a material adverse effect on the business of the Company and its consolidated subsidiaries, subsidiaries taken as a whole. The issue and sale of the Notes, and neither the compliance by the Company nor with all of the Material Subsidiary has received any notice provisions of proceedings relating to the revocation or modification of any such franchiseNotes, certificate of convenience and authoritythe Indenture, license or permit which, singly or in the aggregatethis Agreement (and, if the subject opinion is being given pursuant to Section 7(c) hereof as a result of an unfavorable decisionthe Company having entered into a Terms Agreement requiring such opinion, ruling or findingthe applicable Terms Agreement), would reasonably be expected to have a material adverse effect, except as set forth in or and the consummation of the transactions herein and therein contemplated in the Prospectus; (vii) the statements will not (A) conflict with or result in Item 3 a breach of any of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectusterms or provisions of, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements or constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitationdefault under, any proceeding pending before the State Corporation Commission indenture, mortgage, deed of the State of Kansas (“KCC”) trust, loan agreement or Federal Regulatory Energy Commission (“FERC”)) other agreement or instrument for money borrowed to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties property or assets of the Company or any of its subsidiaries is subject which is required subject, or (B) result in any violation of (x) the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or (y) any statute or any order, rule or regulation known to be described such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in any manner which, in the Registration Statement or case of clauses (A) and (B)(y), would have a material adverse effect on the Prospectus and is not so described, or business of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) the Company has complied with K.S.A. § 66-125 and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (iii) with respect to subsidiaries upon opinions (in form and substance satisfactory to the issuance Agents) of counsel for the Issuance Shares. subsidiaries, such counsel being acceptable to counsel for the Agents, copies of which shall be furnished to each Agent, provided that such counsel shall state that he believes that he is justified in relying upon such opinions); and (iv) No additional consent, approval, authorization, filing order, registration or qualification of or with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any such court or governmental agency or body is required in connection with for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated hereinby this Agreement (and, if the opinion is being given pursuant to Section 7(c) hereof as a result of the Company having entered into a Terms Agreement requiring such opinion, the applicable Terms Agreement) or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Issuance Shares by BNYCMI in the manner contemplated herein and in the Prospectus; and (x) the statements in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act or as amended or supplemented, if applicable, as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements 1939 Act and other financial such consents, approvals, authorizations, registrations or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel qualifications as may be reasonably acceptable to counsel to BNYCMI. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Companyrequired under state securities or "Blue Sky" or insurance laws.

Opinion of General Counsel of the Company. BNYCMI shall have received on or prior to each Issuance Date an The opinion of Xxxxx X. Xxxxx, Senior Vice President, the General Counsel and Corporate Secretary or an Associate General Counsel of the Company (or another lawyer of the Company reasonably satisfactory to BNYCMI"General Counsel"), dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) to the effect that: (i) each Each of the subsidiaries of the Company and the Material Subsidiary have has been duly incorporated, incorporated and is validly existing as a business corporation or an insurer, as the case may be, and is in good standing under the laws of its jurisdiction of incorporation; provided, however, that "good standing" means, with respect to any subsidiary incorporated under the laws of the State of Kansas Indiana, that such subsidiary has filed its most recent biennial report required by the laws of the State of Indiana and is Articles of Dissolution have not been filed in the State of Indiana with respect to such subsidiary. Each of the subsidiaries of the Company has corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement; to the knowledge of such counsel, the Company and each of its subsidiaries has been duly qualified as a foreign corporation for the transaction of business or licensed to transact business as an insurance company, as the case may be, and is in good standing in under the laws of each other jurisdiction in which the conduct of its business it owns or its ownership leases substantial properties, or leasing of property requires such qualification (except conducts business, and where the failure so to so qualify and be in good standing would have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; all of the outstanding shares of capital stock of each of the Company's subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and (except for directors' qualifying shares) are owned, directly or indirectly, by the Company, free and clear of all liens and encumbrances; and, to the knowledge of such counsel, the Company and each of its subsidiaries has all required authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies (including, without limitation, each insurance regulatory authority having jurisdiction over the Company or any insurance subsidiary of the Company) to own or lease its properties and to conduct its business as described in the Prospectus, except such authorizations, approvals, orders, licenses, certificates and permits which, if not obtained, would not have a material adverse effect upon on the business or financial condition of the Company and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (i) upon opinions (in form and substance satisfactory to the Agents) of local counsel and of counsel for the subsidiaries, as a wholesuch counsel being acceptable to counsel for the Agents, copies of which shall be furnished to each Agent; and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that he or she believes that he or she is justified in relying upon such opinions and certificates); (ii) the Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and There are fully paid and non-assessable; (iii) the Issuance Shares have been duly authorized by the Company, and when executed and delivered to BNYCMI no legal or its designee and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement by the Company and the issuance and sale of the Issuance Shares by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, governmental proceedings pending or, to the best knowledge of such counsel, threatened of any a character which are required to be disclosed in the Registration Statement and Prospectus, other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, than as disclosed therein; to the best knowledge of such counsel, any material agreement there are no contracts, indentures, mortgages, deeds of trust, loan agreements or other material instrument binding upon documents of a character required to be described in the Company, and, except for such permits Registration Statement or similar authorizations Prospectus (or required to be filed under the securities 1934 Act if upon such filing they would be incorporated by reference therein) or Blue Sky to be filed as exhibits to the Registration Statement that are not described and filed as required; (iii) Neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, charter or by-laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval in default in the performance or authorization observance of any governmental body or agency of the United States (except with respect contractual obligation known to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, the violation of any other state or jurisdiction of the United States default under which has or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement or the issuance and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to will have a material adverse effect on the business of the Company and its consolidated subsidiaries, subsidiaries taken as a whole. The issue and sale of the Notes, and neither the compliance by the Company nor with all of the Material Subsidiary has received any notice provisions of proceedings relating to the revocation or modification of any such franchiseNotes, certificate of convenience and authoritythe Indenture, license or permit which, singly or in the aggregatethis Agreement (and, if the subject opinion is being given pursuant to Section 7(c) hereof as a result of an unfavorable decisionthe Company having entered into a Terms Agreement requiring such opinion, ruling or findingthe applicable Terms Agreement), would reasonably be expected to have a material adverse effect, except as set forth in or and the consummation of the transactions herein and therein contemplated in the Prospectus; (vii) the statements will not (A) conflict with or result in Item 3 a breach or violation of any of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectusterms or provisions of, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements or constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitationdefault under, any proceeding pending before the State Corporation Commission indenture, mortgage, deed of the State of Kansas (“KCC”) trust, loan agreement or Federal Regulatory Energy Commission (“FERC”)) other agreement or instrument for money borrowed to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties property or assets of the Company or any of its subsidiaries is subject which is required subject, or (B) result in any violation of (x) the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or (y) any statute or any order, rule or regulation known to be described such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, in any manner which, in the Registration Statement or case of clauses (A) and (B)(y), would have a material adverse effect on the Prospectus and is not so described, or business of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) the Company has complied with K.S.A. § 66-125 and its subsidiaries taken as a whole (such counsel being entitled to rely in respect of the opinion in this clause (iii) with respect to subsidiaries upon opinions (in form and substance satisfactory to the issuance Agents) of counsel for the Issuance Shares. subsidiaries, such counsel being acceptable to counsel for the Agents, copies of which shall be furnished to each Agent, provided that such counsel shall state that he or she believes that he or she is justified in relying upon such opinions); and (iv) No additional consent, approval, authorization, filing order, registration or qualification of or with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any such court or governmental agency or body is required in connection with for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated hereinby this Agreement (and, if the opinion is being given pursuant to Section 7(c) hereof as a result of the Company having entered into a Terms Agreement requiring such opinion, the applicable Terms Agreement) or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Issuance Shares by BNYCMI in the manner contemplated herein and in the Prospectus; and (x) the statements in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act or as amended or supplemented, if applicable, as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements 1939 Act and other financial such consents, approvals, authorizations, registrations or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel qualifications as may be reasonably acceptable to counsel to BNYCMI. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Companyrequired under state securities or "Blue Sky" or insurance laws.

Opinion of General Counsel of the Company. BNYCMI BNYMCM shall have received on or prior to each Issuance Date Date, or each Forward Date, as applicable, an opinion of Xxxxx X. Xxxxx, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to BNYCMIBNYMCM), dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI BNYMCM in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) to the effect that: (i) each of the Company and the Material Subsidiary have has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) the Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) in the case of an Issuance, the related Issuance Shares have been duly authorized by the Company, and when executed and delivered to BNYCMI BNYMCM or its designee and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; in the case of a Forward, the shares of Common Stock issuable upon physical settlement or net share settlement of the applicable Forward Contract have been duly authorized by the Company and when issued and delivered to the Forward Purchaser or its designee and paid for in accordance with the terms of such Forward Contract, will be validly issued, fully paid and non-assessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement (and, in the case of a Forward, the applicable Forward Contract) by the Company and the issuance issuance, offering and sale of the Issuance Shares (or, in the case of a Forward, the settlement of the applicable Forward Contract) by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, and, except for such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement (and, in the case of a Forward, the applicable Forward Contract) or the issuance issuance, offering and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Material Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Prospectus; (vii) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, any proceeding pending before the State Kansas Corporation Commission of the State of Kansas (“KCC”) or the Federal Energy Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) the Company has complied with K.S.A. § 66-125 with respect to the issuance of the Issuance SharesShares (or, in the case of a Forward, the settlement of the applicable Forward Contract) by the Company. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Companysuch counsel’s knowledge, any court or governmental agency or body is required in connection with the transactions contemplated hereinherein (and, in the case of a Forward, the applicable Forward Contract), except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Issuance Common Shares by BNYCMI BNYMCM, on behalf of the Company, in the manner contemplated herein and in the Prospectus; and (x) the statements in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act or as amended or supplemented, if applicable, as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to BNYCMIBNYMCM. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.

Opinion of General Counsel of the Company. BNYCMI BNYMCM shall have received on or prior to each Issuance Date Date, or each Forward Date, as applicable, an opinion of Xxxxx X. Xxxxx, Senior Vice President, General Counsel and Corporate Secretary of the Company (or another lawyer of the Company reasonably satisfactory to BNYCMIBNYMCM), dated as of or prior to such date (but in no event shall the date of such letter be prior to the filing date of the last periodic report (in the case of a Current Report on Form 8-K, where requested by BNYCMI BNYMCM in its reasonable discretion) of the Company incorporated by reference into the Registration Statement) to the effect that: (i) each of the Company and the Material Subsidiary have been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Kansas and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (except where the failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company and its subsidiaries, as a whole); (ii) the Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; (iii) in the case of an Issuance, the related Issuance Shares have been duly authorized by the Company, and when executed and delivered to BNYCMI BNYMCM or its designee and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; in the case of a Forward, the shares of Common Stock issuable upon physical settlement or net share settlement of the applicable Forward Contract have been duly authorized by the Company and when issued and delivered to the Forward Purchaser or its designee and paid for in accordance with the terms of such Forward Contract, will be validly issued, fully paid and non-assessable; (iv) this Agreement has been duly authorized, executed and delivered by the Company; (v) except as rights to indemnity and contribution under this Agreement may be limited under applicable law, the execution, delivery and performance of this Agreement (and, in the case of a Forward, the applicable Forward Contract) by the Company and the issuance issuance, offering and sale of the Issuance Shares (or, in the case of a Forward, the settlement of the applicable Forward Contract) by the Company will not contravene any provision of applicable law of the United States (including laws relating specifically to electric utility companies and the electric utility industry), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States, or the articles of incorporation or by-laws (or similar organizational document) of the Company or, to the best knowledge of such counsel, any material agreement or other material instrument binding upon the Company, and, except for such permits or similar authorizations required under the securities or Blue Sky laws of certain states or foreign jurisdictions (as to which such counsel is not called upon to express any opinion), no consent, approval or authorization of any governmental body or agency of the United States (except with respect to consents, approvals and authorizations relating specifically to the public utility companies or the utilities industry, as to which such counsel is not called upon to express any opinion), Kansas, or, to the best knowledge of such counsel, of any other state or jurisdiction of the United States or of any foreign jurisdiction is required for the performance by the Company of its obligations under this Agreement (and, in the case of a Forward, the applicable Forward Contract) or the issuance issuance, offering and sale of the Issuance Shares by the Company; (vi) each of the Company and the Material Subsidiary possesses valid franchises, certificates of convenience and authority, licenses and permits authorizing it to carry on the electric utility business in which it is engaged, except in the cases that the failure to possess such franchises, certificates, licenses or permits, individually or in the aggregate, would not be reasonably expected to have a material adverse effect on the Company and its consolidated subsidiaries, taken as a whole, and neither the Company nor the Material Subsidiary has received any notice of proceedings relating to the revocation or modification of any such franchise, certificate of convenience and authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect, except as set forth in or contemplated in the Prospectus; (vii) the statements (A) in Item 3 of the Company’s most recent Annual Report on Form 10-K incorporated by reference in the Prospectus, (B) in Part II, Item 1 under the caption “Legal Proceedings” of the Company’s most recent Quarterly Report on Form 10-Q, if any, incorporated by reference in the Prospectus and (C) in the Registration Statement in Item 15, insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings; (viii) such counsel does not know of any legal or governmental proceeding pending or threatened (including, without limitation, any proceeding pending before the State Kansas Corporation Commission of the State of Kansas (“KCC”) or the Federal Regulatory Energy Commission (“FERC”)) to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject which is required to be described in the Registration Statement or the Prospectus and is not so described, or of any contract, other document, public utility law or regulation which is required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required; (ix) the Company has complied with K.S.A. § 66-125 with respect to the issuance of the Issuance SharesShares (or, in the case of a Forward, the settlement of the applicable Forward Contract) by the Company. No additional consent, approval, authorization, filing with or order of (a) FERC under the Federal Power Act, (b) the KCC or (c) to the knowledge of the Company, any court or governmental agency or body is required in connection with the transactions contemplated hereinherein (and, in the case of a Forward, the applicable Forward Contract), except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Issuance Common Shares by BNYCMI BNYMCM, on behalf of the Company, in the manner contemplated herein and in the Prospectus; and (x) the statements in the Base Prospectus under “Description of Capital Stock—Common Stock,” insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such legal matters and documents. Such counsel shall also state that no facts have come to his attention that lead him to believe (1) that the Registration Statement or any amendments thereto (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), on the date on which it became effective or the date of filing of the most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (2) that the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), at the date it was filed with the Commission pursuant to Rule 424(b) under the Securities Act or as amended or supplemented, if applicable, as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make statements therein, in the light of the circumstances under which they were made, not misleading; or (3) that the documents incorporated by reference in the Registration Statement and the Prospectus (except for the financial statements and other financial or related statistical data included or incorporated by reference therein or omitted therefrom, as to which such counsel is not called upon to express any belief), as of the dates they were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. With respect to the preceding paragraph, such counsel may state that his opinion and belief is based upon his participation in the preparation of the Registration Statement, the Prospectus (as amended or supplemented) and the documents incorporated therein by reference and review and discussion of the contents thereof, but is without independent check or verification except as specified. In expressing his opinion as to questions of the law of jurisdictions other than the State of Kansas and the United States, such counsel may rely to the extent reasonable on such counsel as may be reasonably acceptable to counsel to BNYCMIBNYMCM. In addition, such counsel may reasonably rely as to questions of fact on certificates of responsible officers of the Company.