5-a-1
June 21, 2000
Green Mountain Power Corporation
163 Acorn Lane
Colchester, Vermont 05446
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST (401(K) PLAN)
200,000 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 200,000 shares of the Company's Common
Stock, $3.33-1/3 par value (the "Additional Common Stock") pursuant to the terms
and conditions of Employee Savings and Investment Plan and Trust (401(k) Plan)
(the "Plan").
As such counsel, we have:
(a) reviewed the action heretofore taken by the Retirement Board and 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 February 10, 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
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(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 February 10, 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
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EXHIBIT 5-a-2
June 21, 2000
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST (401(K) PLAN)
200,000 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 200,000 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 Employee Savings and
Investment Plan and Trust (401(k) 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 Plans 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 Plans
(b) Examined an Order of the Public Service Board of the State of Vermont
dated February 10, 2000, consenting to and approving the issue and
sale of Additional Common Stock pursuant to the Plans; 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:
<PAGE>
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.
2. The Public Service Board of the State of Vermont consented to the
issue and sale of the Additional Common Stock pursuant to the Plans in
the Order dated February 10, 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 Plans 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,
/s/ Jeffrey P. Trout
Jeffrey P. Trout
Senior Attorney
Green Mountain Power Corporation
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