<PAGE> 1
EXHIBIT 5.1
November 13, 2000
Calpine Corporation
Calpine Capital Trust III
c/o Calpine Corporation
50 West San Fernando Street
San Jose, California 95113
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), pursuant to the Registration Statement on Form S-3 (File
No. 333-47068) (the "Registration Statement") filed with the Securities and
Exchange Commission, of (a) 10,350,000 5% Convertible Preferred Securities,
Remarketable Term Income Deferrable Equity Securities (the "HIGH TIDES") of
Calpine Capital Trust III, a Delaware business trust, (b) $535,000,000 in
aggregate principal amount of the 5% Convertible Subordinated Debentures due
2030 (the "Debentures") of Calpine Corporation, a Delaware corporation (the
"Company"), (c) 5,956,425 shares of Common Stock, par value $.001 per share (the
"Shares"), of the Company, and (d) the Preferred Securities Guarantee, dated as
of August 9, 2000, of the HIGH TIDES (the "Guarantee") by the Company, we have
reviewed such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
We have assumed that all signatures are genuine, that all documents
submitted to us as originals are authentic, that all copies of documents
submitted to us conform to the originals, and that the Debentures have been duly
authenticated by the Trustee for the Debentures as provided in the Indenture for
the Debentures.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that:
(1) The Debentures and the Guarantee constitute the valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
<PAGE> 2
Covington & Burling
Page 2
(2) The Shares have been duly authorized and reserved for issuance upon
conversion of the Debentures and, when issued upon such conversion in accordance
with the terms of the Debentures, and assuming compliance with the Act, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is subject to the qualifications that we express no
opinion as to (i) waivers of defenses or statutory or constitutional rights or
waivers of unmatured claims or rights, (ii) rights to indemnification,
contribution or exculpation to the extent that they purport to indemnify any
party against, or release or limit any party's liability for, its own breach or
failure to comply with statutory obligations, or to the extent such provisions
are contrary to public policy, or (iii) rights to collection of liquidated
damages or penalties on overdue or defaulted obligations.
We are members of the bar of the State of New York. We do not purport to be
experts in, and do not express any opinion on, any laws other than the law of
the State of New York, the Delaware General Corporation Law and the Federal law
of the United States of America.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Covington & Burling
