Exhibit 5(b)
June 14, 2000
FPL Group, Inc.
FPL Group Capital Inc
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"),
and FPL Group Capital Inc, a Florida corporation (the "Company"), we have
participated in the preparation and filing of a registration statement on Form
S-3 to be filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof (the "Registration
Statement"), in connection with the proposed offering of up to $400 million in
principal amount of the Company's unsecured debt securities (the "Debentures")
and FPL Group's Guarantee relating thereto (the "Guarantee"). In connection
therewith, we have reviewed such documents and records as we have deemed
necessary to enable us to express an opinion on the matters covered thereby.
Based on the foregoing, we are of the opinion that the Debentures and
the Guarantee, when the Debentures are sold as contemplated by the Registration
Statement, will be valid, legal and binding obligations of the Company and FPL
Group, respectively, except as limited or affected by bankruptcy, insolvency,
reorganization, receivership, moratorium or other laws affecting creditors'
rights and remedies generally and general principles of equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us in the Prospectus
included in the Registration Statement under the caption "Legal Opinions".
We are members of the New York Bar and this opinion is limited to the
laws of the State of New York and the federal laws of the United States. As to
all matters of Florida law, we have relied, with your consent, upon the opinion
of even date herewith rendered to you by Steel Hector & Davis LLP, West Palm
Beach, Florida. As to all matters of New York law, Steel Hector & Davis LLP, is
authorized to rely upon this opinion as if it were addressed to it.
Very truly yours,
/s/ THELEN REID & PRIEST LLP
THELEN REID & PRIEST LLP
