[Letterhead of Gould & Wilkie LLP]
Exhibit (5)
June 14, 2000
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs and Madames:
Referring to your Registration Statement on Form S-3 (Registration No.
333- 65597), as amended (said Registration Statement, as amended, is hereinafter
called the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act"),
pursuant to Rules 415 and 429 promulgated thereunder, covering the proposed
issuance and sale by you of up to $110,000,000 aggregate principal amount of
Debt Securities (the "Debt Securities"), in one or more series, to be issued
under an Indenture (the "Indenture"), dated as of April 1, 1992, by and between
Central Hudson Gas & Electric Corporation (the "Company") and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National
Association) (as successor to Morgan Guaranty Trust Company of New York), as
Trustee, in amounts, at prices and on terms to be determined at the time or
times of sale, as contemplated in the Registration Statement:
The Company was incorporated and organized under our supervision. We
have acted as counsel for the Company since its incorporation on December 31,
1926.
We have advised the Company with regard to the execution and filing of
its Certificate of Consolidation (Certificate of Incorporation) and all
certificates amendatory thereof.
We have advised the Company in the preparation of the Registration
Statement.
We have advised the Company in the creation of a series of Debt
Securities under the Indenture, limited in the aggregate principal amount of
$110,000,000, designated as "Medium-Term Notes, Series C" (the "Notes"), and
with regard to the establishment of the form, and the terms and provisions, of
the Notes.
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Central Hudson Gas &
Electric Corporation - 2 - June 14, 2000
We have advised the Company with regard to the issuance and sale by
the Company on June 13, 2000 of a tranche of the Notes, in the aggregate
principal amount of $40,000,000 (the "Notes of the Tranche"), having the pricing
terms set forth in Pricing Supplement No. 3, dated June 8, 1999, filed with the
Commission on June 8, 2000, pursuant to Rule 424(b)(3) under the Act (the
"Pricing Supplement"). The Pricing Supplement supplements a Prospectus
Supplement, dated January 8, 1999, relating to the Notes (the "Prospectus
Supplement"), and has attached thereto a Prospectus, as contained in the
Registration Statement, and dated January 7, 1999, relating to the Debt
Securities (the "Prospectus"). The Prospectus Supplement, with the Prospectus,
attached thereto, was filed with the Commission on January 8, 1999, pursuant to
Rule 424(b)(2) under the Act.
On the basis of the foregoing, and our examination and consideration
of such other legal and factual matters as we have deemed appropriate, in our
opinion the Notes of the Tranche are the valid, legal and binding obligations of
the Company.
We hereby consent that this opinion be filed as an Exhibit to the
Registration Statement, and we further continue to consent to the use of our
name as experts in connection with the statements in the Prospectus included in
the Registration Statement as to matters of law and legal conclusions under the
captions "The Company" and "Description of the Debt Securities" and the
reference to us under the caption "Legal Opinions and Experts" in said
Prospectus.
Very truly yours,
/s/ Gould & Wilkie LLP
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Gould & Wilkie LLP
