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PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
September 25, 2000
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinions dated August 24, 1998 and September
6, 2000 included as Exhibits 5 and 5.1, respectively, to the Registration
Statements (the "Registration Statements") on Form S-3 (File Nos. 333-60819 and
333-45302, respectively) filed by TECO Energy, Inc. (the "Company"), a Florida
corporation, with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). We are
rendering this supplemental opinion in connection with the prospectus supplement
(the "Prospectus Supplement") dated September 20, 2000, filed by the Company
with the Commission pursuant to Rule 424 promulgated under the Securities Act.
The Prospectus Supplement relates to the offering by the Company of up to $200
million aggregate principal amount of 7% Remarketable or Redeemable Securities
due 2015 (the "Notes"), which Notes are covered by the Registration Statements.
We understand that the Notes are to be offered and sold in the manner described
in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the
Registration Statements and the Prospectus Supplement. We are familiar with the
proceedings of the Board of Directors of the Company in connection with the
authorization, issuance and sale of the Notes. We have examined such other
documents as we consider necessary to render this opinion. We advise you that,
in our opinion, the Notes have been duly authorized by all necessary corporate
action of the Company, and when the Notes have been duly executed, authenticated
and delivered in accordance with the Indenture relating to the Notes against
payment of the purchase price therefor and issued and sold as contemplated in
the Prospectus Supplement, the Notes will constitute valid and binding
obligations of the Company, subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general application
affecting the rights and remedies of creditors, and (ii) general principles of
equity, regardless of whether applied in proceedings in equity or at law. We
have relied as to certain matters on information obtained from public officials,
officers of the Company and other sources believed by us to be responsible.
The Indenture and Notes are governed by the laws of the State of New
York and, therefore, in rendering our opinion as to the validity and binding
effect of the Notes, we have relied on the opinion of Ropes & Gray with respect
to matters of New York law. Except to the extent of such reliance, the opinion
rendered herein is limited to the Florida Business Corporation Act (including
the reported judicial decisions interpreting that Act and applicable provisions,
if any, of the Florida Constitution) and the federal laws of the United States.
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September 25, 2000
Page 2
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Palmer & Dodge LLP
