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Exhibit 5.2
September 25, 2000
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
Ladies and Gentlemen:
Reference is made to those Registration Statements on Form S-3 (File
Nos. 333-60819 and 333-45302) (each a "REGISTRATION STATEMENT" and collectively
the "REGISTRATION STATEMENTS") filed by TECO Energy, Inc., a Florida corporation
(the "COMPANY"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), for the registration
of $350,000,000 aggregate principal amount of debt securities of the Company. We
are rendering this supplemental opinion in connection with the prospectus
supplement to the Registration Statement dated September 20, 2000 (the
"PROSPECTUS SUPPLEMENT") filed by the Company pursuant to Rule 424 promulgated
under the Securities Act. The Prospectus Supplement relates to the offering by
the Company of up to $200,000,000 aggregate principal amount of 7% Remarketable
or Redeemable Securities due 2015 (the "NOTES"). The Notes will be issuable
under an indenture dated as of August 17, 1998 (the "BASE INDENTURE") between
the Company and The Bank of New York, as Trustee (the "TRUSTEE"), as
supplemented by a second supplemental indenture dated as of September 15, 2000
between the Company and the Trustee (together with the Base Indenture, the
"INDENTURE").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents and records and have made such
investigation of fact and such examination of law as we have deemed appropriate
in order to enable us to render the opinion set forth herein. In conducting such
investigation, we have relied, without independent verification, upon
certificates of officers of the Company, public officials and other appropriate
persons.
The opinion expressed herein is limited to matters governed by the laws
of the State of New York.
Based upon the foregoing and assuming that the Indenture has been duly
authorized, executed and delivered by the parties thereto, the Registration
Statement has become effective under the Securities Act, the terms of the Notes
and of their issuance and sale have been duly
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established in conformity with the Indenture so as not to 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 in any proceeding to
which the Company is bound or to which its property is subject, and the Notes
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 Prospectus Supplement, we are of the opinion that the Notes
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 hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein and in the Prospectus
Supplement under the caption "Legal Matters."
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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