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NIXON PEABODY LLP
Attorneys at Law
Clinton Square
Post Office Box 31051
Rochester, New York 14603-1051
(716) 263-1000
Fax: (716) 263-1600
January 17, 2001
Rochester Gas and Electric Corporation
89 East Avenue
Rochester, New York 14649
Dear Sirs:
We have acted as counsel to Rochester Gas and Electric Corporation (the
"Company") in connection with the Registration Statement on Form S-3 filed by
the Company on December 22, 2000 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), relating to the offer
and sale on a delayed or continuous basis pursuant to Rule 415 under the Act of
up to $400,000,000 of aggregate principal amount of debt securities (the
"Securities"), including First Mortgage Bonds ("Mortgage Bonds"), First Mortgage
Bonds designated as secured medium-term notes ("Medium-Term Notes") and
unsecured notes ("Unsecured Notes").
The First Mortgage Bonds and Medium-Term Notes, if issued, will be issued
pursuant to a General Mortgage dated as of September 1, 1918 between the Company
and Bankers Trust Company as the trustee, as amended and supplemented and as
further to be amended and supplemented by one or more supplemental indentures
relating to the First Mortgage Bonds and Medium-Term Notes (as so amended and
supplemented, the "Mortgage"). The Unsecured Notes will be issued pursuant to
an Indenture to be entered into between the Company and the Bank of New York as
the trustee, as supplemented by one or more supplemental indentures relating to
the Unsecured Notes (as entered into and supplemented, the "Indenture").
We have examined the originals or copies, certified or otherwise identified
to our satisfaction, of all such records of the Company and all such agreements,
certificates of public officials, certificates of officers or other
representatives of the Company, and such other documents, certificates and
corporate or other records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including (i) the Certificate of
Incorporation of the Company, as amended to the date hereof, (ii) the By-Laws of
the Company, as amended to the date hereof, and (iii) certified copies of
certain resolutions duly adopted by the Board of Directors of the Company. As
to factual matters material to the opinions set forth below we have relied,
without investigation, upon the representations and statements of the Company in
the Registration Statement and the Indenture and in such certificates of
government officials and officers of the Company as we have deemed necessary for
the purposes of the opinions expressed herein.
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Rochester Gas and Electric Corporation
January 17, 2001
Page 2
The opinion stated herein is limited to the federal laws of the United
States and the laws of the State of New York and is subject to the effect of
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally and the application of general principles
of equity, whether in a proceeding in equity or at law.
In our opinion, the Securities as described in the Registration Statement,
including the Prospectus forming a part thereof and any Prospectus Supplement
relating thereto (hereinafter referred to collectively as the "Prospectus"),
when offered, sold and issued in the manner described below will have been duly
authorized and validly issued and will constitute valid and binding obligations
of the Company:
(a) The Securities and Exchange Commission shall have entered appropriate
orders declaring the Registration Statement and all amendments thereto
effective.
(b) Prior to the issuance of the Securities, the New York Public Service
Commission shall not have revoked, restricted or otherwise limited its
authorization of the issuance and sale of the Securities for the purposes set
forth in the Prospectus dated November 27, 2000.
(c) In connection with the issuance of the First Mortgage Bonds and Medium-
Term Notes: (i) the Mortgage shall have been qualified under the Trust
Indenture Act of 1939; (ii) one or more Supplemental Indentures to the Mortgage
shall have been (A) duly authorized by the Board of Directors of the Company, a
duly authorized committee of the Board of Directors or the Pricing Committee
established by the Board of Directors (each of the foregoing, an "Authorizing
Body"), (B) duly executed and delivered by the proper officers of the Company
and the Trustee under the Mortgage, and (C) duly recorded; and (iii) all taxes
due in connection with the issuance of the First Mortgage Bonds and Medium-Term
Notes shall have been paid.
(d) In connection with the issuance of the Unsecured Notes: (i) each of
the Company and the Trustee under the Indenture shall have duly executed and
delivered the Indenture, (ii) the Indenture shall have been qualified under the
Trust Indenture Act of 1939; and (iii) one or more Supplemental Indentures to
the Indenture creating one or more series of Unsecured Notes shall have been (A)
duly authorized by an Authorizing Body, and (B) duly executed and delivered by
the proper officers of the Company and the Trustee under the Indenture.
(e) To the extent not fixed by a Supplemental Indenture to the Mortgage or
the Indenture, an Authorizing Body shall have fixed the interest rate, maturity
date or dates, redemption terms and, if applicable, redemption price of the
Securities.
(f) An Authorizing Body shall have authorized the issuance and sale of the
Securities.
(g) The Securities shall have been appropriately executed on behalf of the
Company and authenticated by the Trustee and delivered to the purchasers thereof
in accordance with the terms of the Mortgage or Indenture, as applicable, the
Prospectus and the terms of any underwriting agreement or distribution agreement
pursuant to which the Securities are sold.
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Rochester Gas and Electric Corporation
January 17, 2001
Page 3
(h) The consideration for the Securities shall have been received by the
Company.
We hereby consent to the use of this opinion in connection with the
Registration Statement. We also consent to the making of the statements with
reference to us under the caption "Legal Opinions" in the Prospectus.
Very truly yours,
/s/ Nixon Peabody LLP
