EXHIBIT 5 OPINION OF STEVEN L. ZELKOWITZ AS TO THE LEGALITY
OF THE COMMON STOCK TO BE ISSUED
DECEMBER 12, 2000
KEYSPAN CORPORATION
D/B/A KEYSPAN ENERGY
ONE METROTECH CENTER
BROOKLYN, NY 11201
LADIES AND GENTLEMEN:
AS SENIOR VICE PRESIDENT AND GENERAL COUNSEL OF KEYSPAN CORPORATION, A NEW
YORK CORPORATION (THE "COMPANY"), I AM FAMILIAR WITH THE COMPANY'S REGISTRATION
STATEMENT ON FORM S-3, REGISTRATION NUMBER 333-53657 (THE "REGISTRATION
STATEMENT") FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, FOR THE REGISTRATION OF 5,000,000 SHARES OF
THE COMPANY'S COMMON STOCK, $0.01 PAR VALUE PER SHARE (THE "COMMON STOCK"),
ISSUABLE PURSUANT TO THE KEYSPAN INVESTOR PROGRAM (THE PROGRAM"). THE COMMON
STOCK REPRESENTS AUTHORIZED AND UNISSUED SHARES OF THE COMPANY'S COMMON STOCK.
I HAVE EXAMINED AND AM FAMILIAR WITH ORIGINALS OR COPIES, CERTIFIED OR OTHERWISE
IDENTIFIED TO MY SATISFACTION, OF SUCH DOCUMENTS, CORPORATE RECORDS AND OTHER
INSTRUMENTS AS I HAVE DEEMED NECESSARY OR APPROPRIATE FOR PURPOSES OF THIS
OPINION.
AS COUNSEL TO THE COMPANY, I HAVE PARTICIPATED IN AND AM FAMILIAR WITH THE
CORPORATE PROCEEDINGS OF THE COMPANY RELATING TO THE PREPARATION OF THE
REGISTRATION STATEMENT, AS AMENDED, PROVIDING FOR THE REGISTRATION OF THE COMMON
STOCK FOR OFFERING AND SALE ON A DELAYED OR CONTINUOUS BASIS UNDER THE ACT AND
RULE 415 PROMULGATED THEREUNDER.
In connection with the foregoing, either I or individuals under my
supervision have researched such questions of law and examined the originals or
copies of the Registration Statement and such corporate records, agreements or
other instruments of the Company and other instruments and documents as I have
deemed relevant and necessary in connection with the opinions hereinafter
expressed. As to various questions of fact material to such opinions, I have,
where relevant facts were not independently
II-9
<PAGE>
established by me, relied upon statements of other officers of the Company, whom
I believe to be responsible.
On the basis of the foregoing, I am of the opinion that:
o the Company has taken all necessary corporate action to
authorize the issuance of the Common Stock;
o the shares of Common Stock to be issued pursuant to the
Program are validly authorized and when issued and delivered
in accordance with the terms of the Program, the shares of
Common Stock so issued will be validly issued, fully paid
and non-assessable.
The foregoing opinion is delivered to you in connection with the
Registration Statement, as amended, and may not be relied upon by any other
person or for any other purpose.
The opinions expressed above are subject to the qualification that I am a
member of the Bar of the State of New York and such opinions are limited to the
laws of the State of New York, the laws of the United States of America and, to
the extent relevant to the opinion expressed above, the Business Corporation Law
of the State of New York.
I hereby consent to the reference to me under the caption "Legal Opinions"
in the Prospectus included in the Registration Statement and to the filing of
this opinion as Exhibit 5 to the Registration Statement, as amended. The
foregoing, however, shall not constitute an admission by me that I am an expert
as provided for in Section 7 and 11 of the Act.
I wish to call to your attention to the fact that I am the owner of or
have the option to acquire approximately 277,500 shares of our common stock of
the Company.
Very truly yours,
/s/Steven L. Zelkowitz
II-10
