EXHIBIT 5
JOSEPH M. KRAUS
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
LEGAL DEPARTMENT
77 GROVE STREET
RUTLAND, VT 05701
June 12, 2000
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701
Ladies and Gentlemen:
I am General Counsel of Central Vermont Public Service
Corporation, a Vermont corporation (the "Company"), and have
acted as such in connection with the registration by the
Company under the Securities Act of 1933, as amended, of
350,000 shares of Common Stock, $6.00 par value per share,
of the Company ("Common Stock") issuable under the Central
Vermont Public Service Corporation Stock Option Plan for Key
Employees (the "Plan") on a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission").
In rendering the opinions hereinafter expressed, I have
examined originals or copies certified or otherwise
identified to my satisfaction of all such records of the
Company, agreements and other instruments, certificates of
public officials, certificates of officers and
representatives of the Company and such other documents as
we have deemed necessary as a basis of the opinions
expressed below. In my examination, I have assumed (and
have not verified) (i) that the signatures on all documents
which I have examined are genuine, (ii) the authenticity of
all documents submitted to me as originals and (iii) the
conformity with authentic original documents of all
documents submitted to me as copies. As to various
questions of fact material to such opinions, I have, when
relevant facts were not independently established, relied
upon certifications of officers of the Company and other
appropriate persons.
Based on the foregoing, and having regard to legal
considerations I deem relevant, I am of the opinion that
when said shares of Common Stock have been registered under
the Securities Act of 1933, as amended, and when said shares
of Common Stock have been issued as provided under the Plan,
said shares of Common Stock will be duly authorized, validly
issued and outstanding, fully paid and nonassessable, with
no personal liability attaching to the ownership thereof.
The foregoing opinions are limited to matters involving
the federal laws of the United States of America and the
general corporate law of the State of Vermont, and I do not
express any opinion as to the laws of any other
jurisdiction.
This opinion is addressed to you solely in connection
with the matters referred to herein and is not to be relied
upon by any other person, except the New York Stock Exchange
and the Commission, or for any other purpose.
I hereby consent to the use of this opinion as an
Exhibit to the Registration Statement and further consent to
the use of my name wherever it appears in the Registration
Statement and any amendment thereto, and the Prospectus
relating thereto.
Very truly yours,
/s/ Joseph M. Kraus
Joseph M. Kraus
