AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 21, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
Securities and Exchange Commission
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
IDACORP, Inc.
(Exact name of registrant as specified in its charter)
Idaho 82-0505802
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
1221 West Idaho Street
Boise, Idaho 83702-5627
(Address, including zip code, of principal executive offices)
--------------------
Idaho Power Company Employee Savings Plan
(Full title of the plan)
<TABLE>
<S> <C> <C>
Jan B. Packwood J. LaMont Keen Robert W. Stahman, Esq.
President Senior Vice President-Administration Vice President, General Counsel
and Chief Executive Officer and Chief Financial Officer and Secretary
IDACORP, Inc. IDACORP, Inc. IDACORP, Inc.
1221 West Idaho Street 1221 West Idaho Street 1221 West Idaho Street
Boise, Idaho 83702-5627 Boise, Idaho 83702-5627 Boise, Idaho 83702-5627
(208) 388-2200 (208) 388-2200 (208) 388-2200
</TABLE>
(Names, addresses and telephone numbers,
including area codes, of agents for service)
--------------------
Copies to:
Elizabeth W. Powers, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
(212) 424-8000
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed maxi Proposed maxi
Title of securities to be Amount to be mum offering mum aggregate Amount of
registered (1) registered (2) price per unit (3) offering price (3) registration fee
- ------------------------------- ------------------------ -------------------- ------------------- -------------------
Common stock, no par value 1,000,000 shares $29.84375 $29,843,750 $8,297
Preferred share purchase 1,000,000 rights ----- ------ ------
rights (4)
- ------------------------------- ------------------------ -------------------- ------------------- -------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Employee Savings Plan.
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered
or issued in connection with a stock split, stock dividend or similar
transaction.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h), based on the average of the high and low sale
prices of the Company's common stock as reported in the consolidated
reporting system on October 14, 1999.
(4) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee is included in the common stock fee.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
1. IDACORP's Annual Report on Form 10-K for the year ended December 31,
1998.
2. IDACORP's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999.
3. The description of IDACORP's common stock contained in the
registration statement on Form 8-A, dated October 20, 1999;
4. The description of the preferred share purchase rights contained in
IDACORP's registration statement on Form 8-A, dated September 15, 1998, as
amended by Form 8-A/A, dated October 20, 1999; and
5. The Idaho Power Company Employee Savings Plan Annual Report on Form 11-K
for the year ended December 31, 1998.
All documents subsequently filed by IDACORP or the Employee Savings Plan
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
before IDACORP files a post-effective amendment that indicates all securities
offered have been sold or that deregisters all securities that have not been
sold, shall be deemed incorporated by reference in the registration statement
and to be a part hereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Robert W. Stahman, Esq., Vice President, General Counsel and Secretary of
the Company, and LeBoeuf, Lamb, Greene & MacRae, L.L.P. have given their
opinions on the legality of the common stock and the preferred share purchase
rights offered pursuant to this registration statement. LeBoeuf, Lamb, Greene &
MacRae, L.L.P. relied upon the opinion of Mr. Stahman as to matters of Idaho
law.
As of October 1, 1999, Mr. Stahman owned 19,250 shares of IDACORP common
stock.
Item 6. Indemnification of Directors and Officers.
Sections 30-1-850 et seq. of the Idaho Business Corporation Act provide for
indemnification of IDACORP's directors and officers in a variety of
circumstances.
Article VIII of IDACORP's Articles of Incorporation, as amended, provides
that IDACORP shall indemnify its directors and officers against liability and
expenses and shall advance expenses to its directors and officers in connection
with any proceeding to the fullest extent permitted by the Idaho Business
II-1
<PAGE>
Corporation Act as now in effect or as it may be amended or substituted from
time to time. Article VI of the Amended Bylaws of IDACORP provides that IDACORP
shall have the power to purchase insurance on behalf of any director, officer,
employee or agent against liability and expenses in connection with any
proceeding, to the extent permitted under applicable law. Article VI further
provides that IDACORP may enter into indemnification agreements with any
director, officer, employee or agent to the extent permitted under any
applicable law.
IDACORP has liability insurance protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition, IDACORP has entered into indemnification agreements with its
directors and officers to provide for indemnification to the maximum extent
permitted by law.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit File Number As Exhibit
<S> <C> <C> <C>
*2 333-48031 2 -Agreement and Plan of Exchange,
between IDACORP, Inc. and Idaho
Power Company, dated as of
February 2, 1998.
*4(a) 33-56071 3(d) -Articles of Share Exchange of
IDACORP, Inc., as filed with
the Secretary of State
of Idaho on September 29, 1998.
*4(b) 333-64737 3.1 -Articles of Incorporation of
IDACORP, Inc.
*4(c) 333-64737 3.2 -Articles of Amendment to
Articles of Incorporation of
IDACORP, Inc., as filed with
the Secretary of State
of Idaho on March 9, 1998.
*4(d) 333-00139 3(b) -Articles of Amendment to
Articles of Incorporation of
IDACORP, Inc., as amended,
creating A Series Preferred
Stock, without par value, as
filed with the Secretary of
State of Idaho on September 17,
1998.
*4(e) 1-14465 3(h) -Amended Bylaws of IDACORP,
Form 10-Q for Inc., as of July 8, 1999.
quarter ended
6/30/99
*4(f) 1-14465 4 -Rights Agreement, dated as of
Form 8-K September 10, 1998, between
dated IDACORP, Inc. and The Bank of
September 15, New York, as Rights Agent.
1998
I-2
<PAGE>
Exhibit File Number As Exhibit
5(a) -Opinion and consent of Robert
W. Stahman, Esq.
5(b) -Opinion and consent of
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
15 -Letter from Deloitte & Touche
LLP regarding unaudited interim
financial information.
23 -Consent of Deloitte & Touche LLP.
24 -Power of Attorney (included
on the signature page hereof).
</TABLE>
- ------------------------------------
*Previously filed and incorporated herein by reference.
The Company undertakes that it will submit or has submitted the Employee
Savings Plan and any amendments thereto to the Internal Revenue Service in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Employee Savings Plan under Section 401 of the Internal Revenue
Code.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
II-3
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the issuer whose signature appears below
hereby authorizes any agent for service named in this Registration Statement to
execute in the name of each such person, and to file with the Securities and
Exchange Commission, any and all amendments, including post-effective
amendments, to the Registration Statement, and appoints any such agent for
service as attorney-in-fact to sign in his behalf individually and in each
capacity stated below and file any such amendments to the Registration
Statement, and the issuer and the Idaho Power Company Employee Savings Plan
hereby confer like authority to sign and file on their behalf.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boise and State of Idaho, on the 20th day of
October, 1999.
IDACORP, Inc.
By /s/ Jan B. Packwood
Jan B. Packwood
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Jon H. Miller Chairman of the October 20, 1999
- --------------------- Board
(Jon H. Miller)
/s/ Jan B. Packwood President, October 20, 1999
- --------------------- Chief Executive
(Jan B. Packwood) Officer and Director
II-5
<PAGE>
Signature Title Date
/s/ J. LaMont Keen Senior Vice October 20, 1999
- --------------------- President -
(J. LaMont Keen) Administration
and Chief
Financial Officer
(Principal
Financial Officer)
/s/ Darrel T. Anderson Vice President - October 20, 1999
- ----------------------- Finance and
(Darrel T. Anderson) Treasurer
(Principal
Accounting
Officer)
/s/ Rotchford L. Barker Director October 20, 1999
- -----------------------
(Rotchford L. Barker)
/s/ Robert D. Bolinder Director October 20, 1999
- ---------------------
(Robert D. Bolinder)
/s/ Roger L. Breezley Director October 20, 1999
- ---------------------
(Roger L. Breezley)
/s/ John B. Carley Director October 20, 1999
- ---------------------
(John B. Carley)
/s/ Peter T. Johnson Director October 20, 1999
- ----------------------
(Peter T. Johnson)
/s/ Jack K. Lemley Director October 20, 1999
- ---------------------
(Jack K. Lemley)
/s/ Evelyn Loveless Director October 20, 1999
- ---------------------
(Evelyn Loveless)
II-6
<PAGE>
Signature Title Date
/s/ Peter S. O'Neill Director October 20, 1999
- ---------------------
(Peter S. O'Neill)
/s/ Robert A. Tinstman Director October 20, 1999
- -----------------------
(Robert A. Tinstman)
</TABLE>
II-7
<PAGE>
The Plan. Pursuant to the requirement of the Securities Act of 1933, Idaho
Power Company as the Plan Administrator of the Idaho Power Company Employee
Savings Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boise and
State of Idaho, on the 20th day of October, 1999.
IDAHO POWER COMPANY
EMPLOYEE SAVINGS PLAN
By /s/ Jan B. Packwood
Jan B. Packwood
President and Chief
Executive Officer
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit File Number As Exhibit Page
<S> <C> <C> <C>
*2 333-48031 2 -Agreement and Plan of
Exchange, between
IDACORP, Inc. and Idaho
Power Company, dated as
of February 2, 1998.
*4(a) 33-56071 3(d) -Articles of Share
Exchange of IDACORP,
Inc., as filed with the
Secretary of State of
Idaho on September 29,
1998.
*4(b) 333-64737 3.1 -Articles of
Incorporation of
IDACORP, Inc.
*4(c) 333-64737 3.2 -Articles of Amendment
to Articles of
Incorporation of
IDACORP, Inc., as filed
with the Secretary of
State of Idaho on
March 9, 1998.
*4(d) 333-00139 3(b) -Articles of Amendment
to Articles of
Incorporation of
IDACORP, Inc., as
amended, creating A
Series Preferred Stock,
without par value, as
filed with the
Secretary of State of
Idaho on September 17,
1998.
*4(e) 1-14465 3(h) -Amended Bylaws of
Form 10-Q for IDACORP, Inc., as of
quarter ended July 8, 1999.
6/30/99
*4(f) 1-14465 4 -Rights Agreement,
Form 8-K dated as of
dated September 10, 1998,
September 15, between IDACORP, Inc.
1998 and The Bank of New
York, as Rights Agent.
5(a) -Opinion and consent of
Robert W. Stahman, Esq.
5(b) -Opinion and consent
of LeBoeuf, Lamb,
Greene & MacRae,
L.L.P.
<PAGE>
Exhibit File Number As Exhibit Page
15 -Letter from Deloitte &
Touche LLP regarding
unaudited interim
financial information.
23 -Consent of Deloitte &
Touche LLP.
24 -Power of Attorney
(included on the
signature page hereof).
</TABLE>
- ------------------------------------
*Previously filed and incorporated herein by reference.
Exhibit 5(a)
Robert W. Stahman, Esq.
Vice President, General Counsel and Secretary
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
October 20, 1999
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
I am General Counsel to IDACORP, Inc., an Idaho corporation (the
"Company"), and have acted as such in connection with the registration statement
on Form S-8 (the "Registration Statement"), which the Company proposes to file
on or shortly after the date hereof under the Securities Act of 1933, as amended
(the "Act") relating to the issuance and sale by the Company of 1,000,000 shares
of its common stock, without par value (the "Stock"), and the preferred share
purchase rights attached thereto (the "Rights"), (the Stock and the Rights
collectively referred to as the "Shares") pursuant to the Idaho Power Company
Employee Savings Plan (the "Plan").
For purposes of this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Rights Agreement, dated as of September 10, 1998 between the
Company and The Bank of New York, as Rights Agent (the "Rights Agreement");
(iii) the Articles of Incorporation, as amended, and Amended Bylaws of the
Company; (iv) resolutions adopted by the Board of Directors of the Company
relating to the Registration Statement, the Rights Agreement and the issuance
and delivery of the Shares; and (v) such other documents, certificates and
records as I have deemed necessary or appropriate. In such examination I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to the original documents of all
documents submitted to me as copies and the authenticity of the originals of
such latter documents. As to any facts material to my opinion, I have, when
relevant facts were not independently established, relied upon the aforesaid
agreements, instruments, records, certificates and documents.
Based upon the foregoing, and subject to the qualifications and limitations
herein expressed, I am of the opinion that:
(1) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Idaho;
<PAGE>
IDACORP, Inc. October 20, 1999
(2) The Stock will be validly issued, fully paid and non- assessable and
the Rights will be validly issued when (i) the Stock shall have been
issued, sold and delivered for the consideration contemplated in the
Registration Statement and in accordance with the actions hereinabove
mentioned and (ii) the Rights shall have been issued in accordance
with the terms of the Rights Agreement and in accordance with the
actions hereinabove mentioned; and
(3) The Stock to be purchased in the open market is validly issued, fully
paid and non-assessable, and the Rights attached thereto are validly
issued and outstanding.
The matters relating to the Shares are governed by the law of the State of
Idaho. In regard to the Rights, I note that Section 30-1610 of the Idaho Control
Share Acquisition Law and Section 30-1706 of the Idaho Business Combination Law
each provides that nothing contained in either the Idaho Control Share
Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business
Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to
limit the corporate powers or authority of an "issuing public corporation" (as
defined in such statutes), such as the Company, to take actions "which the
directors may appropriately determine to be in furtherance of the protection of
the interests of the corporation and its shareholders, including without
limitation the authority to . . . enter into . . . arrangements", such as the
Rights Agreement, that "deny rights . . . to the holder or holders of at least a
specified number of shares or percentage of share ownership or voting power in
certain circumstances."
Because I am not aware of any court decision applying the law of the State
of Idaho that addresses the effect of these statutory provisions or the validity
of plans similar to the Rights Agreement, it is difficult to predict how a court
applying the law of the State of Idaho would rule with respect to the issues
relating to the Rights. Nevertheless, I am able to advise you of my conclusion
concerning how a court applying the law of the State of Idaho (including, but
not limited to, Section 30- 1610 of the Idaho Control Share Acquisition Law and
Section 30- 1706 of the Idaho Business Combination Law) likely would rule. I
have conferred with LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel to the
Company, for purposes of rendering this opinion. LeBoeuf, Lamb, Greene & MacRae,
L.L.P. and I have concluded that a court applying the law of the State of Idaho,
when presented with novel questions concerning takeover matters, such as the
effect of the statutory provisions cited above and the adoption by the Company
of the Rights Agreement, most likely would apply the corporate law of the State
of Delaware, the most fully developed body of corporate law in the United
States. Accordingly, in rendering this opinion, I have assumed that Delaware
corporate law, with which I am familiar, provides an indication of what
standards a court would apply if it were
<PAGE>
IDACORP, Inc. October 20, 1999
required to apply the law of the State of Idaho considering the matters relating
to the Rights.
With respect to this opinion, I do not hold myself out as an expert on the
laws of any state other than the State of Idaho. My opinions expressed above are
limited to the laws of the State of Idaho, the General Corporation Law of the
State of Delaware and the federal laws 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 contained therein under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Robert W. Stahman
Robert W. Stahman
Exhibit 5(b)
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
October 20, 1999
IDACORP, Inc.
1221 West Idaho Street
Boise, Idaho 83702-5627
Ladies and Gentlemen:
We have acted as counsel to IDACORP, Inc., an Idaho corporation (the
"Company"), in connection with the registration statement on Form S-8 (the
"Registration Statement"), which the Company proposes to file on or shortly
after the date hereof under the Securities Act of 1933, as amended (the "Act"),
relating to the issuance and sale by the Company of 1,000,000 shares of its
common stock, without par value (the "Stock"), and the preferred share purchase
rights attached thereto (the "Rights"), (the Stock and the Rights collectively
referred to as the "Shares") pursuant to the Idaho Power Company Employee
Savings Plan (the "Plan").
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Rights Agreement, dated as of September 10, 1998 between the
Company and The Bank of New York, as Rights Agent (the "Rights Agreement");
(iii) the Articles of Incorporation, as amended, and Amended Bylaws of the
Company; (iv) resolutions adopted by the Board of Directors of the Company
relating to the Registration Statement, the Rights Agreement and the issuance
and delivery of the Shares and (v) such other documents, certificates and
records as we have deemed necessary or appropriate. In such 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 opinions, we have, when
relevant facts were not independently established, relied upon the aforesaid
agreements, instruments, records, certificates and documents. We have also
assumed the regularity of all corporate procedures.
Based upon the foregoing, and subject to the qualifications and limitations
herein expressed, we are of the opinion that:
(1) The Stock will be validly issued, fully paid and non-assessable and
the Rights will be validly issued when (i) the Stock shall have been
issued, sold and delivered for the consideration contemplated in the
Registration Statement and in accordance with the
<PAGE>
IDACORP, Inc.
October 20, 1999
Page 2
actions hereinabove mentioned and (ii) the Rights shall have been
issued in accordance with the terms of the Rights Agreement and in
accordance with the actions hereinabove mentioned; and
(2) The Stock to be purchased in the open market is validly issued, fully
paid and non-assessable, and the Rights attached thereto are validly
issued and outstanding.
The matters relating to the Shares are governed by the law of the State of
Idaho. In regard to the Rights, we note that Section 30-1610 of the Idaho
Control Share Acquisition Law and Section 30-1706 of the Idaho Business
Combination Law each provides that nothing contained in either the Idaho Control
Share Acquisition Law (Sections 30-1601 through 30-1614) or the Idaho Business
Combination Law (Sections 30-1701 through 30-1710), respectively, is intended to
limit the corporate powers or authority of an "issuing public corporation" (as
defined in such statutes), such as the Company, to take actions "which the
directors may appropriately determine to be in furtherance of the protection of
the interests of the corporation and its shareholders, including without
limitation the authority to . . . enter into . . . arrangements", such as the
Rights Agreement, that "deny rights. . . to the holder or holders of at least a
specified number of shares or percentage of share ownership or voting power in
certain circumstances."
Because we are not aware of any court decision applying the law of the
State of Idaho that addresses the effect of these statutory provisions or the
validity of plans similar to the Rights Agreement, it is difficult to predict
how a court applying the law of the State of Idaho would rule with respect to
the issues relating to the Rights. Nevertheless, we are able to advise you of
our opinion as expressed herein, which reflects our professional conclusion
concerning how a court applying the law of the State of Idaho (including, but
not limited to, Section 30- 1610 of the Idaho Control Share Acquisition Law and
Section 30- 1706 of the Idaho Business Combination Law) likely would rule.
Although we are not admitted to practice in the State of Idaho, we have
conferred with Robert W. Stahman, Esq., Vice President, General Counsel and
Secretary of the Company, for purposes of rendering this opinion. General
Counsel and we have concluded that a court applying the law of the State of
Idaho, when presented with novel questions concerning takeover matters, such as
the effect of the statutory provisions cited above and the adoption by the
Company of the Rights Agreement, most likely would apply the corporate law of
the State of Delaware, the most fully developed body of corporate law in the
United States. Accordingly, in rendering our opinion, we have assumed that
Delaware corporate law, as expressed in court decisions applying that law, with
which we are familiar, provides an indication of what standards a court would
apply if it were required to apply
<PAGE>
IDACORP, Inc.
October 20, 1999
Page 3
the law of the State of Idaho considering the matters relating to the Rights.
With respect to this opinion, we do not hold ourselves out as experts on
the laws of any state other than the State of New York. Our opinions expressed
above are limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States. Insofar
as this opinion involves matters of the law of the State of Idaho, we have
relied upon an opinion of even date herewith addressed to you by Robert W.
Stahman, Vice President, General Counsel and Secretary of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm contained therein under the
heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit 15
October 20, 1999
IDACORP, Inc.
Boise, Idaho
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of IDACORP, Inc. and Idaho Power Company and subsidiaries for the
periods ended March 31, 1999 and 1998 and June 30, 1999 and 1998, as indicated
in our reports dated May 10, 1999 and July 30, 1999, respectively; because we
did not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in IDACORP,
Inc.'s and Idaho Power Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999, are being used in this Registration
Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Boise, Idaho
Exhibit 23
Independent Auditors' Consent
IDACORP, Inc.
We consent to the incorporation by reference in this Registration Statement
of IDACORP, Inc. on Form S-8 of our reports dated January 29, 1999 and May 14,
1999, appearing in the Annual Report on Form 10-K of IDACORP, Inc. and Idaho
Power Company for the year ended December 31, 1998 and in the Annual Report on
Form 11-K of Idaho Power Company Employee Savings Plan for the year ended
December 31, 1998, respectively.
Deloitte & Touche LLP
October 20, 1999
Boise, Idaho
