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EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
September 6, 2000
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by TECO Energy, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), on or about the date hereof
relating to debt securities of the Company in an aggregate principal amount of
$350,000,000 ("Debt Securities"). The Debt Securities are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act and
issued pursuant to an Indenture dated as of August 17, 1998 (the "Indenture")
between the Company and The Bank of New York, as trustee, which is filed as
Exhibit 4 to Amendment No. 1 to the Company's Registration Statement on Form S-3
(File No. 333-60819) filed on August 24, 1998.
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Debt
Securities. We have examined all such documents as we consider necessary to
enable us to render this opinion.
Based on the foregoing and assuming that the Indenture has been duly
authorized, executed and delivered by the Trustee, an assumption which we
have not independently verified, we advise you that, in our opinion, when the
Registration Statement has become effective under the Securities Act, the
terms of the Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Company, and the Debt Securities have been duly executed,
authenticated and delivered in accordance with the Indenture against payment
of the purchase price therefor and issued and sold as contemplated by the
Registration Statement, the Debt Securities will constitute the 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 Debt Securities 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 Debt Securities, 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 procedures of the Florida Constitution) and the federal
laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus filed as part thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
