EXHIBIT 5-a-2
GREEN MOUNTAIN POWER CORPORATION
2000 STOCK INCENTIVE PLAN
500,000 SHARES OF COMMON STOCK
$3.33 1/3 PAR VALUE
I am Senior Attorney and counsel for Green Mountain Power Corporation, a
Vermont corporation (the "Company") and have acted as such 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 Company's 2000 Stock Incentive Plan
(hereinafter called the "Plan).
As such counsel, I have:
(a) Reviewed (i) the Registration Statements (hereinafter called the
"Registration Statements") on Form S-8 relating to the Plan and
Additional Common Stock, which I 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;
(b) 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
Additional Common Stock pursuant to the Plan; and
(c) Made such examination of law and examined originals, or copies
certified or otherwise authenticated to my satisfaction, of all such
other corporate records, instruments, certificates of public officials
and/or bodies, certificates of officers and representative of the
Company, and such other documents, and discussed with officers and
representatives of the Company such questions of fact, as I have
deemed necessary in order to render the opinion hereinafter expressed.
Based upon the foregoing, I am please to advise you that it is my opinion
that:
1. The Company is a Corporation duly organized, incorporated and validly
existing under the laws of the State of Vermont, and has all corporate
and other power and authority necessary to own its properties and
carry on the business which it is presently conduction.
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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. No consent or approval of any other
governmental authority is requisite to the valid issue and sale of the
Additional Common Stock.
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.
I hereby consent to:
A. being named in the Registration Statement and in any amendment thereto
under the heading of "Legal Opinions and Experts" as counsel for the
Company passing upon certain matters in connection with the issuance
and sale of the Additional Common Stock;
B. the making in said Registration Statement and in any amendment thereto
of the statements now appearing in said Registration Statement under
the heading "Legal Opinions and Experts" insofar as they are
applicable to me; and
C. The filing of this opinion as an exhibit to the Registration
Statement.
I understand that a copy of this opinion is being delivered to Hunton
& Williams, special counsel to the Company in connection with the issue and
sale of the Additional Common Stock, who are also rendering an opinion to
the Company relating to the matters referred to herein and that their
opinion will be filed as an exhibit to the Registration Statement. In
rendering their opinion Hunton & Williams are authorized to rely upon this
opinion as to all matters of Vermont law involved in the conclusions
expressed in their opinion.
Very truly yours,
July 27, 2000 /s/ Jeffrey P. Trout
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Jeffrey P. Trout
Senior Attorney
Green Mountain Power Corporation
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