EX-5.2 5 a18-9748_1ex5d2.htm EX-5.2

Exhibit 5.2

 

PECCOLE PROFESSIONAL PARK
10080 WEST ALTA DRIVE, SUITE 200
LAS VEGAS, NEVADA 89145
702.385.2500
FAX 702.385.2086
HUTCHLEGAL.COM

 

April 11, 2018

 

Nevada Power Company

6226 West Sahara Avenue

Las Vegas, NV 89146

 

RE:                           Nevada Power Company, a Nevada corporation

 

Ladies and Gentlemen:

 

We have acted as special Nevada counsel to Nevada Power Company, a Nevada corporation (the “Opinion Party”), in connection with the Opinion Party’s preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement Form S-3, File No. 333-213897 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), the final prospectus supplement dated April 9, 2018, including a base prospectus dated October 18, 2016 (together, the “Prospectus”), and the offering by the Opinion Party pursuant thereto of $575,000,000.00 aggregate principal amount of the Opinion Party’s 2.75% General and Refunding Mortgage Notes, Series BB, due 2020 (the “Securities”).

 

The Securities will be issued pursuant to the General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended and supplemented to the date hereof, including by the Officer’s Certificate to be dated April 12, 2018 (the “Series BB Officer’s Certificate”) establishing the terms of the Securities (as so amended and supplemented, the “Indenture”), between the Opinion Party and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

 

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of:  (i) the Indenture; (ii) the Series BB Officer’s Certificate; (iii) the Securities; (iv) the Opinion Party’s Restated Articles of Incorporation, dated July 28, 1999; (v) the Opinion Party’s Amended and Restated By-Laws, dated December 27, 2017; (vi) the unanimous written consent of the Opinion Party’s Board of Directors, dated April 6, 2018; (vii) the Company Order of the Opinion Party, to be dated April 12, 2018, and to be issued pursuant to Sections 1.04, 4.01(b), and 4.03(b)(i) of the Indenture; (viii) the Officer’s Certificate to be dated April 12, 2018, and to be issued pursuant to Sections 1.04, 4.01(e), 4.01(b)(i) and 4.03(b)(ii) of the Indenture; (ix) the Certificate of Existence with Status in Good Standing with respect to the Opinion Party, dated April 11, 2018, issued by the Secretary of State of the State of Nevada; and (x) the Underwriting Agreement dated April 9, 2018 between, on the one hand, the Opinion Party and, on the other hand, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC,

 

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U.S. Bancorp Investments, Inc., PNC Capital Markets LLC, BMO Capital Markets Corp., CIBC World Markets Corp., KeyBanc Capital Markets Inc., Santander Investment Securities Inc., SMBC Nikko Securities America, Inc., and SunTrust Robinson Humphrey, Inc. (the “Underwriting Agreement”).  We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such other records of the Opinion Party and such agreements, certificates of public officials, certificates of officers or other representatives of the Opinion Party and others, and such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.  In our examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Opinion Party and others.

 

In rendering the opinions set forth below, we have also assumed that, at or prior to the time of issuance and delivery, the Securities have been registered by the paying agent and security registrar of such Securities and that the Securities have been issued in accordance with the terms of the Underwriting Agreement.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications, and limitations set forth herein, we are of the opinion that:

 

1.              The Opinion Party is validly existing under the laws of its jurisdiction of incorporation and has all requisite power to execute, deliver, and perform its obligations under the Indenture and the certificates evidencing the Securities; and

 

2.              The Securities have been duly authorized by all necessary corporate or other action.

 

We disclaim any undertaking to advise you of any changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date of this opinion letter.

 

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (excluding securities laws).  We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal or state securities laws related to the issuance and sale of the Securities.

 

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We hereby consent to the filing of this opinion as an exhibit to the Opinion Party’s Report on Form 8-K filed with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Prospectus.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

 

Very truly yours,

 

 

 

/s/ HUTCHISON & STEFFEN, PLLC

 

 

 

HUTCHISON & STEFFEN, PLLC

 

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