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Exhibit 5.1
VINSON & ELKINS L.L.P.
ATTORNEYS AT LAW
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
October 19, 2000
TNPC, Inc.
10 Glenville Street
Greenwich, Connecticut 06831
Ladies and Gentlemen:
We have acted as counsel for TNPC, Inc., a Delaware corporation (the
"Company"), with respect to certain legal matters in connection with the
registration by the Company under the Securities Act of 1933, as amended (the
"Securities Act"), of the offer and sale of up to 18,419,400 shares of common
stock, par value $.01 per share (the "Common Stock"), pursuant to the TNPC
2000 Stock Plan (the "2000 Plan"). The shares of Common Stock of the Company
that are to be issued under the 2000 Plan are referred to herein as the
"Shares."
In connection with the foregoing, we have examined or are familiar with
the Second Amended and Restated Certificate of Incorporation of the Company,
the Amended and Restated Bylaws of the Company, the resolutions of the Board
of Directors of the Company with respect to the issuance of the Shares, the
registration statement on Form S-8 filed in connection with the registration
of the Shares (the "Registration Statement"), and such other certificates,
instruments and documents as we have considered necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when the Shares are issued in accordance with the
provisions of the 2000 Plan, will be validly issued and fully paid and
non-assessable.
The foregoing opinion is limited in all respects to the Federal laws of
the United States of America, the laws of the State of Texas and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 and the rules and regulations thereunder.
Very truly yours,
/s/ VINSON & ELKINS
