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Exhibit 5.2
[Ropes & Gray Letterhead]
September 6, 2000
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
Ladies and Gentlemen:
This opinion is being furnished to you in connection with the
Registration Statement on Form S-3 (the "REGISTRATION STATEMENT") 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"), on or about the date hereof for the registration of
$350,000,000 aggregate principal amount of debt securities of the Company (the
"DEBT SECURITIES"). The Debt Securities will be issuable under an Indenture
dated as of August 17, 1998 (the "INDENTURE") between the Company and The Bank
of New York, as Trustee.
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, we are of the opinion
that, 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
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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 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 related
prospectus under the caption "Legal Matters."
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
