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EXHIBIT 5.1
October 20, 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 D 14 1/2% senior redeemable preferred stock due 2011 (the "Registered
Senior Preferred Stock") for its outstanding Series C 14 1/2% senior redeemable
preferred stock due 2011 which were issued under the Statement of Resolution
(the "Statement of Resolution") dated as of May 26, 2000, between the Company
and The Bank of New York, as Trustee. The Registered Senior Preferred Stock
will be issued pursuant to the Statement of Resolution. 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 Preferred Stock 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.
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
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us as your counsel and as contemplated by the Statement of Resolution prior to
the issuance of the Registered Senior Preferred Stock in exchange for the Old
Senior Preferred Stock, we are of the opinion that the Registered Senior
Preferred Stock will, upon the issuance of the Registered Senior Preferred Stock
in exchange for the Old Senior Preferred Stock 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, TWEEED, HADLEY & McCLOY LLP
MDD/RH
2
