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EXHIBIT 5.1
STROOCK & STROOCK & LAVAN LLP
180 Maiden Lane
New York, New York 10038
November 13, 2000
Orion Power Holdings, Inc.
7 East Redwood Street, 10th Floor
Baltimore, Maryland 21202
Ladies and Gentlemen:
We have acted as counsel to Orion Power Holdings, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-1 filed
under Rule 462(b), as amended (the "Registration Statement"), relating to the
proposed public offering (the "Offering") by the Company of up to 2,875,000
shares of its common stock, par value $.01 per share (the "Common Stock").
As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, each as amended to the date hereof, the Registration
Statement, the Prospectus which forms a part of the Registration Statement and
originals or copies of such corporate minutes, records, agreements and other
instruments of the Company, certificates of public officials and other
documents, and have made such examinations of law, as we have deemed necessary
to form the basis for the opinion hereinafter expressed. In our examination of
such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinion, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to express any opinion herein
concerning any
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November 13, 2000
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law other than the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that the
Shares being offered by the Company, when and if issued and sold under the
circumstances contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act
or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP
