5-a-1
July 27, 2000
Green Mountain Power Corporation
163 Acorn Lane
Colchester, Vermont 05446
GREEN MOUNTAIN POWER CORPORATION
2000 STOCK INCENTIVE PLAN
500,000 SHARES OF COMMON STOCK
$3.33-1/3 PAR VALUE
Dear Sirs:
We are acting as special counsel for Green Mountain Power Corporation, a
Vermont corporation (the "Company"), in connection with the proposed issue and
sale by the Company of an additional 500,000 shares of the Company's Common
Stock, $3.33-1/3 par value (the "Additional Common Stock") pursuant to the terms
and conditions of the 2000 Stock Incentive Plan (the "Plan").
As such counsel, we have:
(a) reviewed the action heretofore taken by the Board of Directors of the
Company in connection with the authorization of the issuance and sale of the
Additional Common Stock, the Plan, and related matters;
(b) reviewed (i) the Registration Statement (the "Registration Statement")
on Form S-8 relating to the Plan and the Additional Common Stock, which we
understand you propose to file with the Securities and Exchange Commission under
the Securities Act of 1933, on the date hereof and (ii) the Plan;
(c) examined an order of the Public Service Board of the State of Vermont
dated July 12, 2000, consenting to and approving the issue and sale of the
Additional Common Stock pursuant to the Plan;
(d) examined the opinion, dated the date hereof, addressed to you, of
Jeffrey P. Trout Esq., Senior Attorney and counsel for the Company, relating to
the Additional Common Stock; and
<PAGE>
(e) made such examination of law and examined originals, or copies
certified or otherwise authenticated to our satisfaction, of all such other
corporate records, instruments, certificates of public officials and/or bodies,
certificates of officers and representatives of the Company, and such other
documents, and discussed with officers and representatives of the Company such
questions of fact, as we have deemed necessary in order to render the opinion
hereinafter expressed.
Based on the foregoing, we are pleased to advise you that, in our opinion:
1. The Company is a corporation duly organized, incorporated and
validly existing under the laws of the State of Vermont.
2. The Public Service Board of the State of Vermont consented to the
issue and sale of the Additional Common Stock pursuant to the Plan in the
Order dated July 12, 2000.
3. When (i) the Registration Statement has become effective, (ii) the
Additional Common Stock has been duly listed on the New York Stock Exchange
and (iii) the Additional Common Stock has been duly issued and sold
pursuant to the Plan to participants therein, then the Additional Common
Stock will be validly issued, fully-paid and nonassessable.
We hereby consent to:
A. being named in the Registration Statement and in any amendment
thereto under the heading "Legal Opinions and Experts";
B. the making in said Registration Statement and in any amendments
thereto of the statements now appearing in said Registration Statement
under the heading "Legal Opinions and Experts" insofar as they are
applicable to us; and
C. the filing of this opinion as an exhibit to the Registration
Statement.
We are members of the Bar of the State of New York and not of the State of
Vermont and, in giving the foregoing opinion, we have relied upon the
above-mentioned opinion of Jeffrey P. Trout, Esq. as to all matters of Vermont
law involved in the conclusions stated in our opinion.
Very truly yours,
/s/HUNTON & WILLIAMS
-----------------------
HUNTON & WILLIAMS
<PAGE>
