<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO PC]
July 21, 2000
BayCorp Holdings, Ltd.
20 International Drive, Suite 301
Portsmouth, NH 03801-6809
Ladies and Gentlemen:
We have acted as counsel to BayCorp Holdings, Ltd., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 298,500
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Certificate
of Incorporation, and By-laws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matter.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the Shares covered by the Registration Statement to be
issued under the Plan, as described in the Registration Statement, and such
Shares, when issued and paid for in accordance with the terms of the Plan, will
be legally issued, fully paid and nonassessable.
Our opinion is limited to applicable provisions of the Delaware
Constitution, the General Corporation Laws of the State of Delaware and the
reported judicial decisions interpreting those laws, and we express no opinion
with respect to the laws of any other jurisdiction. No opinion is expressed
herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction.
<PAGE> 2
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
