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EXHIBIT 5
[Letterhead of Hunton & Williams]
July 5, 2000
CP&L Energy, Inc.
411 Fayetteville Street
Raleigh, North Carolina 27601-6111
REGISTRATION STATEMENT ON FORM S-4 RELATING
TO THE SHARES OF COMMON STOCK AND CONTINGENT
VALUE OBLIGATIONS TO BE ISSUED BY CP&L ENERGY, INC.
Ladies and Gentlemen:
We have acted as counsel to Carolina Power & Light Company, a North Carolina
corporation ("CP&L"), and CP&L Energy, Inc., a North Carolina corporation and
the holding company for CP&L (the "Company"), in connection with the
registration under the Securities Act of 1933 of up to (i) 50,900,500 shares of
the Company's common stock, without par value (the "Common Stock"), and
(ii) 100,000,000 contingent value obligations (the "CVOs"). The Common Stock and
the CVOs are to be issued in connection with the Amended and Restated Agreement
and Plan of Exchange, dated August 23, 1999, by and among CP&L, the Company and
Florida Progress Corporation, a Florida corporation, and the related Plan of
Share Exchange. The transaction in which the Common Stock and the CVOs will be
issued is described in the Registration Statement on Form S-4 (the "Registration
Statement") that is being filed by the Company on the date hereof with the
Securities and Exchange Commission (the "Commission"). The CVOs will be issued
pursuant to a contingent value obligation agreement (the "CVO Agreement"),
between the Company and The Chase Manhattan Bank, as trustee.
In rendering this opinion, we have relied upon, among other things, our
examination of such documents and records of CP&L and the Company and
certificates of each of its officers and of public officials as we have deemed
necessary.
We are members of the North Carolina bar and do not purport to express an
opinion on any laws other than the laws of the State of North Carolina and the
federal laws of the United States of America.
Based upon the foregoing and the further qualifications stated below, we are
of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of North Carolina;
2. The Common Stock has been duly authorized and, when the shares have been
issued as described in the Registration Statement, will be validly
issued, fully paid and nonassessable; and
3. When the CVOs have been issued upon the terms and conditions set forth
in the Registration Statement and have been duly executed and
authenticated in accordance with the CVO Agreement, the CVOs will be
validly authorized and issued and binding obligations of the Company.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the references to this firm under
the heading "Legal Matters" in the
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CP&L Energy, Inc.
July 5, 2000
Page 2
Joint Proxy Statement/Prospectus included therein. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
by Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder by the Commission.
Very truly yours,
Hunton & Williams
