Exhibit 5.2
LeBOEUF, LAMB, XXXXXX & XxxXXX
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000
Facsimile: (000) 000-0000
May 4, 0000
Xxxxxxx Xxxxx Power Company
00 Xxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Re: Central Maine Power Company - $500,000,000 of Medium-
Term Notes, Series E, Due from Nine Months to Thirty
Years from the Date of Issue
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Ladies and Gentlemen:
We are acting as special counsel for Central Maine Power Company
(the "Company") in connection with the proposed issuance and sale of up to
$500,000,000 in aggregate principal amount of Medium-Term Notes, Series E (the
"Series E Notes") of the Company pursuant to the Indenture between the Company
and The Bank of New York, as trustee (the "Trustee"), dated as of August 1,
1989, and indentures supplemental thereto, including a supplemental indenture to
be entered into in connection with the Series E Notes (collectively, the
"Indenture").
As such special counsel, we have examined such corporate records,
certificates and other documents as we have deemed necessary for the purposes of
this opinion. In performing our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies and the authenticity of the originals of such latter documents. As to any
facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid records, certificates and
documents. With respect to matters governed by law other than the law of the
State of New York and the Federal law of the United States of America
(including, without limitation, matters pertaining to the benefits provided by
the Indenture to the holders of the Series E Notes), we have relied solely upon
the opinion being delivered to you on the date hereof by Xxxxxxx X. Xxxx, Esq.,
corporate counsel of the Company.
Central Maine Power Company
May 4, 2000
Page 2
Based on the foregoing examination and subject to the limitations
and qualifications contained in this letter, we are of the opinion that:
(a) when (i) the Registration Statement that is being filed with the
Securities and Exchange Commission with respect to the Series E Notes has
become effective under the Securities Act of 1933, as amended (the "Act"),
(ii) all orders, consents or other authorizations, approvals or waivers of
jurisdiction of or by the Maine Public Utilities Commission and the
Connecticut Department of Public Utility Control required for the valid
issuance and sale of the Series E Notes have been obtained, and (iii) the
Prospectus relating to the Series E Notes has been duly supplemented with
respect to a particular Series E Note being issued, and such supplement
thereto duly filed under the Act, no further authorization, consent or
approval by any regulatory authority will be required for the valid
issuance and sale of such Series E Note (except under the so-called
"blue-sky" or securities laws of the several states, as to the
applicability of which we do not express an opinion);
(b) when, with respect to each Series E Note, such officer or
officers as may be authorized by the Board of Directors of the Company has
or have approved the terms of a particular Series E Note being issued,
then such Series E Note will have been duly authorized by the Company;
(c) upon the execution and filing with the Trustee of the proper
papers with respect to the Series E Notes, the Series E Notes will be
issuable under the terms of the Indenture; and
(d) upon the execution and delivery of a supplemental indenture
relating to the Series E Notes and the execution, authentication and
delivery of a particular Series E Note in accordance with the corporate
and governmental authorizations and instruments referred to above,
including the Indenture, such Series E Note will be a valid and legally
binding obligation of the Company and will be entitled to the benefits
provided by the Indenture on a parity with the other series of securities
now outstanding thereunder and with other securities that may hereafter be
issued thereunder pursuant to the terms thereof.
We consent to the filing of this opinion with and as a
part of said Registration Statement and to the use of our name in said
Registration Statement and in the related Prospectus, and in any amendments or
supplements to either thereof, under the caption "Legal Opinions".
Very truly yours,
/s/ LeBoeuf, Lamb, Xxxxxx & XxxXxx L.L.P.
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