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Exhibit 5.2
OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP,
RELATING TO THE LEGALITY OF THE TRUST PREFERRED SECURITIES
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036
(212) 735-3000
October 4, 2000
Puget Sound Energy Capital Trust II
411 - 108 th Avenue N.E.
Bellevue, Washington 98004
Re: Trust Preferred Securities of
Puget Sound Energy Capital Trust II
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Ladies and Gentlemen:
We have acted as special counsel to Puget Sound Energy Capital Trust II
(the "Trust"), a business trust formed under the Business Trust Act of the State
of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. (S)(S) 3801
et. seq.) (the "Delaware Trust Act"), in connection with the preparation of the
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Registration Statement filed on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") with respect to the
registration under the Securities Act of 1933, as amended, of trust preferred
securities (the "Securities") of the Company to be offered from time to time as
described in the form of the prospectus (the "Prospectus") included as part of
the Registration Statement. Capitalized terms used in this letter and not
defined herein have the meanings given to such terms in the Prospectus.
We are familiar with the proceedings taken and proposed to be taken by the
Trust in connection with the proposed authorization, issuance and sale of the
Securities. In this connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Trust and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Trust and others and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents, we have assumed that the parties thereto had or will
have the power, corporate or other, to enter into and perform all obligations
thereunder and have also
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Puget Sound Energy Capital Trust II
October 4, 2000
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assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of trustees and other
representatives of the Trust and others.
The opinion expressed below is based on the following assumptions:
(a) the Registration Statement will become effective;
(b) the proposed transactions will have been consummated as contemplated
in the Registration Statement;
(c) prior to the issuance of any Securities:
(i) the Amended and Restated Declaration of Trust of the Trust
(the "Declaration of Trust") will have been duly authorized, executed and
delivered by the appropriate parties;
(ii) the terms of the Securities and their issue and sale will
have been duly established in accordance with the terms of the Declaration of
Trust; and
(iii) the underwriting agreement between the Trust and the
underwriters of the Securities (the "Underwriting Agreement") will have been
executed and delivered; and
(d) the Declaration of Trust will be qualified in accordance with the
provisions of the Trust Indenture Act of 1939, as amended.
Members of our firm are admitted to practice in the State of Delaware, and
we do not express any opinion as to the laws of any other jurisdiction other
than the federal laws of the United States.
In rendering the opinion set forth herein, we have assumed that the
execution and delivery of the Declaration of Trust by the parties thereto and
the execution, issuance and delivery Securities by the Trust do not violate,
conflict with or constitute a default under (i) any agreement or instrument to
which the Trust or its properties is subject, except that we do not make such
assumption with respect to those agreements and instruments which have been
identified to us by the Trust as being material to it; (ii) any law, rule or
regulation to which the Issuer is subject, except that we do not make such
assumption with respect to those laws, rules and regulations of the State of
Delaware and the United States of America which, in our experience, are normally
applicable to transactions of the type contemplated by the
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Puget Sound Energy Capital Trust II
October 4, 2000
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Declaration of Trust and the Securities ("Applicable Laws"), but without our
having made any special investigation concerning any other laws, rules or
regulations; and (iii) any judicial or regulatory order or decree of any
governmental authority, except that we do not make such assumption with respect
to those orders or decrees which have been identified to us by the Trust as
being material to it of any Delaware or federal executive, legislative,
judicial, administrative or regulatory body established under Applicable Laws.
Based on and subject to the foregoing, we are of the opinion that, when
properly executed and authenticated in accordance with the Declaration of Trust
and delivered against payment of the purchase price provided for in the
Underwriting Agreement, and upon satisfaction of all other conditions contained
in the Declaration of Trust and the Underwriting Agreement, the Securities will
represent fully paid and nonassessable undivided beneficial interests in the
assets of the Trust and will entitle the holders thereof to the benefits of the
Declaration of Trust, except to the extent that enforcement thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally,
and (ii) general principles of equity (regardless of whether enforcement is
considered in a proceeding at law or in equity), and except to the extent that
any rights to indemnity and contribution contained therein may be limited by
state or federal securities laws or the public policy underlying such laws.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the references to this firm under the heading "Various Legal
Matters Relating to the Securities" in the Prospectus included in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
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