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EXHIBIT 5.1
October 6, 2000
Dynegy Inc.
1000 Louisiana, Suite 5800
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Dynegy Inc., an Illinois corporation
("Dynegy"), with respect to certain legal matters in connection with the filing
of a Registration Statement on Form S-3 (the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), covering the
registration of 1,805,635 shares of Class A common stock, no par value, of
Dynegy (the "Shares") on behalf of certain selling stockholders.
We have solely examined originals, or copies certified or otherwise
identified to our satisfaction, of the (a) Articles of Incorporation of Dynegy,
as amended, (b) pertinent resolutions of the Board of Directors and committees
thereof of Dynegy, and (c) certificates or letters of Dynegy and others for the
purpose of this opinion. With respect to the foregoing documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of all documents
submitted to us as certified or reproduced copies. As to questions of fact
material to this opinion, we have relied, to the extent we deemed such reliance
appropriate, without investigation, on the certificates and letters referred to
above.
Based upon the foregoing, we are of the opinion that the Shares when issued
in accordance with such resolutions will, upon such issuance, constitute
legally issued, fully paid and non-assessable shares of Class A common stock,
no par value, of Dynegy.
In expressing the foregoing opinion, we relied wholly, without independent
investigation, upon the opinion of even date herewith of special Illinois
counsel to Dynegy. We are licensed to practice law in the State of Texas and
are not admitted in the State of Illinois.
The opinion and other matters in this letter are qualified in their entirety
and subject to the following:
i. The foregoing opinion is limited to the laws of the State of
Illinois, in reliance upon the opinion of special Illinois counsel to
Dynegy as aforesaid.
ii. This letter and the matters addressed herein are as of the date
hereof or such earlier date as is specified herein, as we undertake no, and
hereby disclaim any, obligation to advise you of any change in any matter
set forth herein, whether based on a change in the law, a change in any
fact relating to Dynegy or any other person or entity, including
governmental authorities (each such person or entity being a "Person"), or
any other circumstance. This opinion letter is limited to the matters
expressly stated herein and no opinions are to be inferred or may be
implied beyond the opinions expressly set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed in connection with the registration of the Shares.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act and the
rules and regulations thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
Vinson & Elkins L.L.P.
