<PAGE>
EXHIBIT 5.1
July 12, 2000
TNP Enterprises, Inc.
4100 International Plaza
PO Box 2943
Fort Worth, Texas 76109
Facsimile: (817) 731-3127
Attention: Michael Blanchard,
Vice President and General Counsel
Re: TNP Enterprises, Inc.
Proposed Exchange Offer
Ladies and Gentlemen:
We are acting as counsel to TNP Enterprises, Inc., a Texas corporation (the
"Company"), in connection with the Company's proposed offer to exchange its
Series B 10.25% senior subordinated notes due 2010 (the "Registered Notes") for
its outstanding Series A 10.25% senior subordinated notes due 2010 which were
issued under the Indenture (the "Indenture") dated as of April 7, 2000, between
the Company and The Bank of New York, as Trustee, as supplemented by the First
Supplemental Indenture thereto. The Registered Notes will be issued pursuant to
the Indenture, as supplemented by a Second Supplemental Indenture between the
Company and The Bank of New York, as Trustee. In connection with the proposed
exchange offer, the Company proposes to file a registration statement on Form S-
4 (the "Registration Statement") with the Securities and Exchange Commission for
the purpose of registering the Registered Notes under the Securities Act of
1933, as amended.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,
certificates of officers and representatives of the Company and other documents
as we have deemed necessary as a basis for the opinions hereinafter expressed.
In our examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon certifications by officers of the
Company and other appropriate persons and statements contained in the
Registration Statement.
<PAGE>
Based on the foregoing and having regard to legal considerations which we
deem relevant, and subject to the proposed additional proceedings being taken as
now contemplated by us as your counsel and as contemplated by the Indenture and
the Second Supplemental Indenture prior to the issuance of the Registered Notes
in exchange for the Old Notes, we are of the opinion that the Registered Notes
will, upon the issuance of the Registered Notes in exchange for the Old Notes in
the manner described in the Registration Statement, assuming due authorization,
execution and delivery under Texas law, constitute the valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as (x) may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer or similar laws of
general applicability affecting the enforcement of creditors' rights generally,
and (y) the enforceability thereof may be limited by the application of general
principles of equity (regardless of whether considered in a proceeding in equity
or at law), including, without limitation, (a) the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and (b)
concepts of materiality, reasonableness, good faith and fair dealing.
We do not express any opinion as to matters governed by any laws other than
the laws of the State of New York and the Federal laws of the United States of
America.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the Registration Statement under
"Legal Matters."
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY LLP
MDD/RH
2
