Exhibit 5.1
December 21, 2000
Pinnacle West Capital Corporation
400 East Van Buren Street, Suite 700
Phoenix, Arizona 85004
Ladies and Gentlemen:
Reference is made to (a) your proposed offering of up to $500,000,000 of
your securities (the "Securities"), as contemplated by the Registration
Statement (the "Registration Statement") on Form S-3 to be filed by you on
December 21, 2000, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), which Securities consist of
$500,000,000 of Debt Securities (as such term is defined in the Registration
Statement); and (b) any registration statement registering additional Securities
pursuant to Rule 462(b) of the Act that relates to the Registration Statement
(the "Rule 462(b) Registration Statement").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, and other instruments,
certificates, orders, opinions, correspondence with public officials,
certificates provided by your officers and representatives, and other documents
as we have deemed necessary or advisable for the purposes of rendering the
opinions set forth herein.
Based on the foregoing, it is our opinion that after (i) the Registration
Statement, and the Rule 462(b) Registration Statement, if applicable, shall have
become effective, (ii) all required regulatory approvals have been obtained, and
(iii) you shall have entered into one or more underwriting or distribution
agreements with respect to the Securities then to be offered and the initial
public offering price for each of such Securities and the discounts therefrom
and commission therefor shall have been determined in accordance with such
underwriting or distribution agreements, pursuant to the authorization of your
Board of Directors, then, when (i) the Securities have been issued, sold,
executed, authenticated, and delivered, and (ii) the purchase price therefor has
been paid to you as contemplated in the Registration Statement and the Rule
462(b) Registration Statement, if applicable (including the Exhibits thereto),
and in any relevant amendment thereto or in any Rule 424 supplement to the
prospectus contained in the Registration Statement; the Securities will be
validly issued and will constitute legal, valid, and binding obligations of you
except as the same may be limited by (a) general principles of equity or by
bankruptcy, insolvency, reorganization, arrangement, moratorium, or other laws
or equitable principles relating to or affecting the enforcement of creditors'
rights generally, or by equitable principles that limit the right to specific
performance or otherwise limit remedial action
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or the enforcement of any security provided for the Securities, (b) the
necessity for compliance with the statutory procedural requirements governing
the exercise of remedies by a secured creditor, and (c) the qualification that
certain waivers, procedures, remedies, and other provisions of the Securities
may be unenforceable under or limited by the law of the State of Arizona;
however, such law does not in our opinion substantially prevent the practical
realization of the benefits thereof. In giving the above opinion, we have
assumed that the law of the jurisdiction or jurisdictions that govern the
Securities is substantially the same as the law of the State of Arizona.
Consent is hereby given to the use of this opinion as part of the
Registration Statement and the Rule 462(b) Registration Statement, if
applicable, and to the use of our name wherever it appears in said Registration
Statement, the related prospectus, and the Rule 462(b) Registration Statement,
if applicable.
Very truly yours,
Snell & Wilmer L.L.P.
