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EXHIBIT 5.1
October 5, 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"), in connection with the filing of a Registration Statement (the
"Registration Statement") on Form S-8 under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 202,198 shares
of Class A Common Stock, no par value, of Dynegy (the "Shares"), to be issued in
connection with the assumption of the Extant, Inc. Equity Compensation Plan (the
"Plan"), pursuant to the closing of the transactions contemplated by that
certain Agreement and Plan of Merger, dated August 25, 2000, by and among
Dynegy, Dynegy Acquisition Corporation and Extant, Inc. ("Extant").
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 the Registration Statement and such resolutions will,
upon such issuance, constitute legally issued, fully paid and nonassessable
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 the Company. 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 the
Company 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
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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 on Form S-8 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,
Vinson & Elkins L.L.P.
