Exhibit 5.1
January 3, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Issuance of Common Stock to Former Directors
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-3 (the "Registration Statement") filed under the Securities Act of 1933,
relating to the registration of, and covering the resale of, 19,460 shares of
its Common Stock, no par value (the "Shares"), issued in connection with the
Company's amendment of the Pinnacle West Capital Corporation and Arizona Public
Service Company Directors' Retirement 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.
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,
Snell & Wilmer L.L.P.
