Exhibit 5
[PHELPS DUNBAR LLP STATIONERY]
August 22, 2000
Cleco Corporation
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
Re: Cleco Corporation
Registration Statement on Form S-8
EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
We have acted as counsel to Cleco Corporation(the "Company") in
connection with the preparation of the above-referenced Registration Statement
on Form S-8 filed by the Company with the Securities and Exchange Commission
(the "Commission") with respect to the issuance by the Company of an aggregate
of 342,000 shares of $2.00 par value common stock (the "Common Stock"), 322,000
of which are issuable under the Cleco Corporation Employee Stock Purchase Plan
and 20,000 shares of which are issuable under the automatic dividend
reinvestment feature duly adopted as a procedure with respect to such plan. In
so acting, we have examined and relied upon the original, or a photostatic or
certified copy, of such records of the Company, certificates of officers of the
Company and of public officials, and such other documents as we have deemed
relevant and necessary as the basis for the opinion set forth below.
In such examination, we have assumed the genuineness of all signatures
appearing on all documents, the legal capacity of all persons signing such
documents, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
conformed or photostatic copies, the accuracy and completeness of all corporate
records made available to us by
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Cleco Corporation
August 22, 2000
Page 2
the Company, and the truth and accuracy of all facts set forth in all
certificates provided to or examined by us.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Common Stock has been duly authorized, and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and nonassessable.
The foregoing opinions are limited to the laws of the State of
Louisiana and the federal laws of the United States of America. We express no
opinion as to matters governed by the laws of any other state. Furthermore, no
opinion is expressed herein as to the effect of any future acts of the parties
or changes in existing law. We undertake no responsibility to advise you of any
changes after the date hereof in the law or the facts presently in effect that
would alter the scope or substance of the opinions herein expressed.
This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, nor is it a warranty that a court considering such
matters would not rule in a manner contrary to the opinions set forth above.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the prospectus under the
caption "Legal Matters." In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, and the General Rules and Regulations of the
Commission thereunder.
Very truly yours,
PHELPS DUNBAR LLP
