Barclays Capital Inc.
Exhibit
5(a)
Barclays
Capital Inc.
000
Xxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
BNY
Mellon Capital Markets, LLC
00 Xxx
Xxxx, 00xx
Xxxxx
Xxx Xxxx,
XX 00000
Citigroup
Global Markets Inc.
000/000
Xxxxxxxxx Xxxxxx
Xxx Xxxx,
XX 00000
as
the Representatives for the Underwriters
named
in the Underwriting Agreement
referred
to below
November
13, 2009
Ladies
and Gentlemen:
I am an
employee of American Electric Power Service Corporation, an affiliate of Public
Service Company of Oklahoma (the “Company”), and have acted as counsel to the
Company in connection with the purchase by the underwriters named in Exhibit 1
to the Underwriting Agreement (as defined below) (the “Underwriters”)
of $250,000,000 aggregate principal amount of 5.15% Senior Notes,
Series H, due 2019 (the “Notes”), issued by the Company pursuant to the
Underwriting Agreement, dated November 9, 2009, among the Company and the
Underwriters (the “Underwriting Agreement”).
I have
examined the Registration Statement on Form S-3 (File No. 333-156319), as
amended by the Pre-Effective amendment No. 1, 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 February 3, 2009 (the “Basic Prospectus”), as
supplemented by a preliminary prospectus supplement dated November 9, 2009,
including all documents incorporated by reference therein (the Basic Prospectus
as so supplemented, the “Preliminary Prospectus”) and a prospectus supplement,
dated November 9, 2009 (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 for the fiscal year ended December 31, 2008, as modified by
the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009, June
30, 2009, and September 30, 2009 (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 November 1, 2000,
between the Company and The Bank of New York Mellon, as Trustee (the “Trustee”),
as previously supplemented (the “Original Indenture”) and as to be further
supplemented by a Eighth Supplemental Indenture, dated as of November 13, 2009
(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:
|
(a)
|
The
Company is a corporation duly organized and existing under the laws of the
state of Oklahoma, is duly qualified to do business as a foreign
corporation under the laws of the state of 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.
|
|
(b)
|
The
Indenture has been duly qualified under the Trust Indenture Act of 1939,
as amended.
|
|
(c)
|
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.
|
|
(d)
|
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.
|
|
(e)
|
The
Corporation Commission of the State of Oklahoma has issued an appropriate
order 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.
|
|
(f)
|
The
statements made in the Prospectus under the captions “Description of the
Notes” (other than under the heading “Book-Entry Notes-Registration,
Transfer, and Payment of Interest and Principal”) and “Supplemental
Description of the Senior Notes”, 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.
|
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 Preliminary Prospectus, 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 Preliminary
Prospectus, the Prospectus, the Permitted Free Writing Prospectus and 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 Preliminary Prospectus, the
Prospectus, the Permitted Free Writing Prospectus and the Exchange Act
Documents, my reviews made in connection with the preparation of the
Registration Statement, the Preliminary Prospectus 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 Xxxxx &
XxXxxxx 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 Xxxxx & XxXxxxx LLP, in connection with the above-described
transaction. This opinion may not be relied upon by you, the Trustee
or Xxxxx & XxXxxxx 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/ Xxxxxx X.
Xxxxxxxxxx
Xxxxxx X.
Xxxxxxxxxx
