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Exhibit 5.6
[Richards, Layton & Finger, P.A. Letterhead]
December 18, 2000
TECO Funding Company I, LLC
c/o TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
TECO Capital Trust I
c/o TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
Re: TECO Funding Company I, LLC
and TECO Capital Trust I
---------------------------
Ladies and Gentlemen:
Reference is made to our opinion dated November 28, 2000 and included as
Exhibit 5.3 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 Funding Company I, LLC, a Delaware
limited liability company (the "Company") and TECO Capital Trust I, a Delaware
business trust (the "Trust"). We are rendering this supplemental opinion as
special Delaware counsel for the Company and the Trust in connection with the
prospectus supplement filed on or about December 15, 2000 (the "Prospectus
Supplement") by the Trust relating to the 8.500% Trust Preferred Securities of
the Trust (each, a "Trust Preferred Security" and collectively, the "Trust
Preferred Securities").
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Formation of the Company, dated as of November 17,
2000 (the "LLC Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on November 17, 2000;
(b) The Limited Liability Company Agreement of the Company, dated as of
November 17, 2000, entered into by TECO Energy, Inc., a Florida corporation
("TECO");
(c) A form of Amended and Restated Limited Liability Company Agreement of
the Company (the "LLC Agreement"), to be entered into by TECO, the Trust and the
Securityholders, to be attached as an exhibit to the
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Registration Statement (as defined below);
(d) The Certificate of Trust of the Trust (the "Trust Certificate"), as
filed in the office of the Secretary of State on November 21, 2000;
(e) The Trust Agreement of the Trust, dated as of November 21, 2000, among
TECO and the trustees named therein;
(f) A form of the Amended and Restated Trust Agreement of the Trust (the
"Trust Agreement"), to be entered into among the Company, the trustees of the
Trust named therein and the holders from time to time of the undivided
beneficial interests in the assets of the Trust, to be attached as an exhibit to
the Registration Statement;
(g) The Registration Statement;
(h) The Prospectus Supplement;
(i) A Certificate of Good Standing for the Company, dated December 15,
2000, obtained from the Secretary of State; and
(j) A Certificate of Good Standing for the Trust, dated December 15, 2000,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the LLC Agreement.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (j) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (j) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own, but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the LLC Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the admission of members to,
and the creation, operation, management and termination of, the Company, and
that the LLC Agreement and the LLC Certificate are in full force and effect and
have not been amended, (ii) that the Trust Agreement constitutes the entire
agreement among the parties thereto with respect to the subject matter thereof,
including with respect to the creation, operation, management and termination of
the Trust, and that the Trust Agreement and the Trust Certificate are in full
force and effect and have not been amended, (iii) except to the extent provided
in paragraphs 1 and 4 below, the due creation or the due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its creation or organization or formation, (iv) the legal capacity of
natural persons who are signatories to the documents examined by us, (v) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(vi) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vii) the receipt by each Person to whom a Preferred
Security is to be issued by the Company (each, a "Preferred Securityholder" and
collectively, the "Preferred Securityholders") of a certificate substantially in
the form of the certificate attached to the LLC Agreement evidencing the
Preferred Securities and the payment for the Preferred Securities acquired by
it, in accordance with the LLC Agreement,the Registration Statement and the
Prospectus Supplement, (viii) the receipt by each Person to whom a Trust
Preferred Security is to be issued by the Trust (each, a "Holder" and
collectively, the "Holders") of a certificate substantially in the form of the
trust certificate attached to the Trust Agreement and the payment for the Trust
Preferred Security acquired by it, in accordance with the Trust Agreement, the
Registration Statement and the Prospectus Supplement, (ix) that the books and
records of the Company set forth the names and addresses of all Persons to be
admitted as members of the Company and the dollar value of each of the member's
contribution to the Company, (x) that the Preferred Securities are issued and
sold to the Preferred Securityholders in accordance with the Registration
Statement, the Prospectus Supplement and the LLC Agreement,
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and (xi) that the Trust Preferred Securities are issued and sold to the Holders
in accordance with the Registration Statement , the Prospectus Supplement and
the Trust Agreement. We have not participated in the preparation of the
Registration Statement or the Prospectus Supplement and assume no responsibility
for their contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws and blue sky laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Company has been duly formed and is validly existing in good
standing as a limited liability company under the Delaware Limited Liability
Company Act (6 DEL. C. ss. 18-101, ET SEQ.).
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
limited liability company interest in the Company.
3. The Preferred Securityholders shall not be obligated personally for
any of the debts, obligations or liabilities of the Company, whether arising in
contract, tort or otherwise solely by reason of being a member of the Company,
except as a Preferred Securityholder may be obligated to repay any funds
wrongfully distributed to it. We note that the Preferred Securityholders may be
obligated to make payments as set forth in the LLC Agreement.
4. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act (12 DEL.
C. ss.3801, ET SEQ.).
5. The Trust Preferred Securities will represent valid and, subject to
the qualifications set forth in paragraph 6 below, fully paid and nonassessable
interests in the Trust.
6. The Holders, in their capacity as such, will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware. We note that the Holders may be obligated to make payments as set
forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, to the
extent applicable, we hereby consent to the use of our name under the heading
"Legal Matters" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
DKD
