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Exhibit 5.7
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
December 20, 2000
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinion dated November 28, 2000 and included as
Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No.
333-50808) (the "Registration Statement") filed on November 28, 2000 with the
Securities and Exchange Commission by TECO Energy, Inc, a Florida corporation
(the "Company") and the co-registrants named therein. We are rendering this
supplemental opinion in connection with the prospectus supplement filed on
December 15, 2000 (the "Prospectus Supplement") by the Company relating to the
8.50% Trust Preferred Securities (the "Trust Preferred Securities") of TECO
Capital Trust I (the "Trust"). The Trust Preferred Securities represent a
corresponding amount of 8.50% Company Preferred Securities (the "Company
Preferred Securities"), which are fully and unconditionally guaranteed on a
junior subordinated basis by the Company as to the payment of distributions, and
as to payments on liquidation or redemption, to the extent set forth in a
guarantee agreement dated as of December 1, 2000 (the "Guarantee") between the
Company and The Bank of New York, as trustee (the "Guarantee Trustee"). In
conjunction with these issuances, the Company is issuing $206,200,000 aggregate
principal amount of 8.50% Junior Subordinated Notes due 2041 (the "Notes") to
TECO Funding Company I, LLC (the "LLC") pursuant to the Third Supplemental
Indenture dated as of December 1, 2000 to the Indenture (the "Indenture") dated
as of August 17, 1998, between the Company and The Bank of New York (the
"Trustee").
We have acted as your counsel in connection with the preparation of the
Registration Statement and the Prospectus Supplement. We are familiar with the
proceedings taken by the Board of Directors of the Company in connection with
the authorization, issuance and sale of the Notes. We have examined all such
documents as we consider necessary to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. 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 to the LLC 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
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TECO Energy, Inc.
December 20, 2000
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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.
2. The Guarantee has been duly authorized by all necessary corporate
action of the Company, and when the Guarantee has been duly executed by the
Company and the Trustee in connection with the offering of the Trust Preferred
Securities and the Company Preferred Securities as contemplated in the
Registration Statement and the Prospectus Supplement, the Guarantee will
constitute a valid and binding obligation 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, the Notes and the Guarantee 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, and the Guarantee 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 opinions rendered herein are 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Palmer & Dodge LLP
PALMER & DODGE LLP
