June 30, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pinnacle West Capital Corporation 2000 Director Equity Plan
Ladies and Gentlemen:
We have acted as counsel to Pinnacle West Capital Corporation, an Arizona
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of 200,000 shares of its Common Stock, no par value
(the "Shares"), issuable pursuant to the Pinnacle West Capital Corporation 2000
Director Equity Plan (the "Plan").
In that connection, we have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and Bylaws of the Company.
Although, we have been informed by the Company that treasury shares may be used
to fulfill the Company's obligations under the Plan, there is a possibility that
the Company will issue original shares of its common stock to fulfill its
obligations under the Plan.
Based upon the foregoing, it is our opinion that the Shares, if and when
issued in accordance with the terms of the Plan, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
