EXHIBIT 5(C)
[LETTERHEAD OF BAKER & MCKENZIE]
Our Ref: 163498-v5/TK/KWG/VLD October 27, 2000
TXU Australia Holdings (Partnership) Limited Partnership
452 Flinders Street
MELBOURNE VIC 3000
Dear Sirs
INDENTURE (FOR UNSECURED SUBORDINATED DEBT SECURITIES) BETWEEN TXU AUSTRALIA
HOLDINGS (PARTNERSHIP) LIMITED PARTNERSHIP AND THE BANK OF NEW YORK
("INDENTURE")
Reference is made to the Registration Statement (the "Registration Statement")
on Form S-1 filed by TXU Australia Holdings (Partnership) Limited Partnership
(the "Partnership"), on 5 May 2000 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the registration of unsecured
junior maturing principal securities (the "Securities") of the Partnership in an
aggregate offering amount of US$300,000,000.
When used in this opinion, "Relevant Jurisdictions" means the State of Victoria
and the Commonwealth of Australia.
All references to time, except where otherwise stated, are references to time in
Melbourne, Victoria.
1. DOCUMENTS
We have examined the following documents:
(a) a copy of the Registration Statement filed by the Partnership on 5 May 2000
with the Securities and Exchange Commission;
(b) a copy of an executed power of attorney (the "Power of Attorney") signed by
TXU Australia Holdings (AGP) Pty Ltd ;
(c) a copy of the Limited Partnership Deed dated January 27,1999 of the
Partnership;
(d) a copy of the Deed of Amendment to the Partnership Deed dated February 23,
1999 of the Partnership;
(e) a copy of the Second Deed of Amendment to the Partnership Deed dated May
16, 2000;
(f) a copy of the Third Deed of Amendment to the Partnership Deed dated May 31,
2000;
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(g) the certificate of registration confirming registration of the Partnership
as a limited partnership pursuant to the Partnership Act 1958 (Vic);
(h) a legal opinion dated on or about the date of this opinion issued by
Worsham Forsythe & Wooldridge LLP to you in relation to this matter; and
(i) a legal opinion on or about the date of this opinion issued by Thelen Reid
& Priest to you in relation to this matter;
(j) a legal opinion dated on or about the date of this opinion issued by Norton
Rose in relation to TXU Australia (LP) No. 1 Limited and TXU Australia (LP)
No. 2 Limited, the limited partners of the Partnership.
We have also examined any certificates and corporate and other records and
documents of the Partnership and any other matters, documents and records as we
have deemed necessary or appropriate for the purpose of rendering this opinion.
2. ASSUMPTIONS
For the purposes of giving this opinion we have assumed the following:
(a) the authenticity of all seals and signatures and of any duty stamp and
marking on all documents examined by us;
(b) the completeness and the conformity to original instruments of all copies
submitted to us and that any document submitted to us continues unamended
and is in full force and effect;
(c) where the Indenture has been submitted to us in draft or proposed form, it
will be duly executed in that form;
(d) all corporate records and other documents inspected by us are genuine,
complete, up-to-date and accurate and no relevant corporate records or
documents have been withheld from us, whether deliberately or
inadvertently; and
(e) all facts, statements and opinions stated in the documents, certificates,
letters, resolutions or opinions and on which we have relied in providing
this opinion are and continue to be correct and no relevant matter was
withheld from us, whether deliberately or inadvertently;
(f) the Power of Attorney has not been rescinded, amended, modified or revoked.
3. QUALIFICATIONS
Our opinion is subject to the following qualifications:
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(a) we express no opinion as to any laws or any requirements under any laws
other than issues or matters affected by the laws of the Relevant
Jurisdictions in force at the date of this opinion. In particular, we have
not investigated and express no opinion on or the effect of the laws of the
State of New York, U.S.A.;
(b) we express no opinion as to factual matters other than as expressly set out
herein and (other than as expressly set out herein) we have not made any
independent investigation of applicable facts, but have relied, to the
extent we deemed proper, on the completeness and accuracy of statements as
to factual matters made by the Partnership or its officers or other
representatives of the Partnership, and we are not aware of any facts
inconsistent with them;
(c) we have relied on searches of public records on file for the Partnership at
the Victorian Office of Fair Trading and Business Affairs and for the
partners of the Partnership at the Australian Securities and Investments
Commission on October 27, 2000 and October 27, 2000 (Melbourne time)
respectively to ascertain, among other things:
(i) certain details relating to officeholders in TXU Australia Holdings
(AGP) Pty Ltd;
(ii) that the Partnership is registered and existing in Victoria; and
(iii) that no receiver, liquidator or administrator has been appointed or
winding up order made for TXU Australia Holdings (AGP) Pty Ltd.
(d) The records of the Australian Securities and Investments Commission and the
Victorian Office of Fair Trading may not be complete or up to date and may
not record details of all charges lodged for registration with the
Australian Securities and Investments Commission which may be enforceable
against a liquidator or administrator;
(e) we have relied, with your consent, on the opinions referred to in paragraph
1(h), (i) and (j).
4. OPINION
Based on the assumptions and subject to the qualifications set out above, we are
of the following opinion:
(a) Based solely on the searches referred to in paragraph 3(c), the Partnership
is a limited partnership validly registered and existing under the laws of
the State of Victoria, Australia.
(b) The Securities will be valid, legal and binding obligations of the
Partnership when:
(1) the Indenture and officer's certificate shall have been executed
and/or certified, as appropriate, and delivered; and
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(2) the Securities shall have been issued and delivered for the
consideration contemplated in the Registration Statement and any prospectus
supplement relating to the Securities of a particular series.
(c) The statements contained in the Registration Statement under the caption
"Material Australian Income Tax Considerations" represent our opinion based
on the facts and law at the date hereof.
This opinion is given only on behalf of Baker & McKenzie, Melbourne, Victoria
and not on behalf of any other office or associated firm of Baker & McKenzie.
This opinion is given at 9.00 am on October 27, 2000 (Melbourne time). We
consent to being named as counsel in the Registration Statement and to this
opinion being filed as an exhibit to the Registration Statement with the
Securities and Exchange Commission.
Yours faithfully
/S/ BAKER & MCKENZIE
BAKER & MCKENZIE
