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EXHIBIT 5.1
October 3, 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") (File No.
333-46634) under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offer and sale by Dynegy from time to time, pursuant to Rule 415
under the Securities Act, of up to 18,023,190 shares of Class A common stock, no
par value, of Dynegy (the "Shares").
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 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
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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.
