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EXHIBIT 5
July 17, 2000
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Gentlemen:
As Executive Vice President and General Counsel of Enron Corp., an
Oregon corporation ("Enron"), I am familiar with the Registration Statement of
Enron on Form S-3 and Post-Effective Amendment No. 2 to Registration Statement
No. 333-70465 (collectively, the "Registration Statement") relating to the
proposed offering from time to time of (i) up to an aggregate amount of
$1,000,000,000 of Enron Debt Securities, Enron Preferred Stock and Depositary
Shares, and (ii) up to 15 million shares of Enron Common Stock, no par value
(the Debt Securities, Preferred Stock, Depositary Shares and Common Stock
collectively referred to herein as the "Securities"). In connection therewith, I
have examined, among other things, a copy of the Amended and Restated Articles
of Incorporation and Bylaws of Enron, the corporate proceedings taken to date
with respect to the authorization, issuance and sale of the Securities, a copy
of the Indenture dated as of November 1, 1985, as supplemented and amended (the
"Indenture"), between Enron and The Bank of New York, Trustee, and the forms of
certain other agreements to be entered into by Enron, and I have performed such
other investigations as I have considered appropriate as the basis for the
opinions expressed herein. Capitalized terms used but not defined herein are
used as defined in the Registration Statement.
Based on the foregoing, I am of the opinion that:
(1) Enron is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oregon.
(2) The Debt Securities of Enron have been validly authorized for
issuance, and (subject to the Registration Statement becoming effective and any
applicable state securities or Blue Sky laws being complied with), when the
terms thereof and their issue and sale have been duly established, upon issuance
and delivery thereof as set forth in the Registration Statement, and upon
receipt by Enron of the purchase price thereof, the Debt Securities will be
validly issued and will be binding obligations of Enron.
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Enron Corp.
July 17, 2000
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(3) When (a) the terms of the series of Preferred Stock and their issue
and sale have been duly established, and (if applicable) a deposit agreement has
been duly authorized, executed and delivered by Enron and a Depositary, in each
case in conformity with Enron's Amended and Restated Articles of Incorporation
and Oregon law, (b) a certificate of designations with respect to such series of
the Preferred Stock has been duly filed with the Secretary of State of the State
of Oregon, (c) the Registration Statement has become effective and any
applicable state securities or Blue Sky laws have been complied with, (d) the
shares of such series have been issued, and (if applicable) Depositary Receipts
have been delivered as set forth in the Registration Statement, and (e) Enron
has received the purchase price of such shares in accordance with the terms of
their issue and sale, the shares of such series of Preferred Stock and (if
applicable) the related Depositary Shares will be validly issued, fully paid and
nonassessable.
(4) The issuance of the Common Stock to be issued by Enron has been
duly authorized, and (subject to the Registration Statement becoming effective
and applicable Blue Sky laws being complied with), when the terms of their issue
and sale have been duly established, upon the issuance and delivery thereof as
set forth in the Registration Statement, and upon the receipt by Enron of the
purchase price thereof, the Common Stock will be validly issued, fully paid and
nonassessable.
The opinion set forth above is limited in all respects to the Oregon
Business Corporation Act (including the applicable provisions of the Oregon
Constitution and the reported judicial decisions interpreting these laws) and
federal law of the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under the caption "Validity
of Securities" in the Prospectus constituting part of the Registration Statement
and to the filing of this opinion as an exhibit thereto. By giving such consent
I do not admit that I am an expert with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term "expert" as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission issued thereunder.
Very truly yours,
/s/ JAMES V. DERRICK, JR.
