EXHIBIT 5-A-1
June 6, 2000
Green Mountain Power Corporation
163 Acorn Lane
Colchester, Vermont 05446
GREEN MOUNTAIN POWER CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
300,000 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 300,000 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 Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan").
As such counsel, we have:
(a) reviewed the action heretofore taken by the Retirement Board and 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-3 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 for the Company, relating to the Additional
Common Stock; and
(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.
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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 6, 2000
Green Mountain Power Corporation
163 Acorn Lane
Colchester, VT 05446
GREEN MOUNTAIN POWER CORPORATION
CORPORATION'S DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
300,000 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 300,000 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 Corporation's Dividend Reinvestment
and Common Stock Purchase Plan (the "Plan").
As such counsel, I have:
(a) reviewed the action taken by the Retirement Board and the Board of
Directors of the Company in connection with the authorization of the issuance
and sale of Additional Common Stock, the Plans and related matters;
(b) Reviewed (i) the Registration Statements (hereinafter called the
"Registration Statements") on Form S-3 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
(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
Additional Common Stock pursuant to the Plans; and
(d) 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 pleased 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 conducting.
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
Plan 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 Senior Attorney and 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
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