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EXHIBIT 5.1
Moore & Van Allen, PLLC
100 North Tryon Street, Suite 4700
Charlotte NC 28202-4003
October 18, 2000
Cogentrix Energy, Inc.
9405 Arrowpoint Boulevard
Charlotte, North Carolina 28273-8110
RE: REGISTRATION STATEMENT ON FORM S-4, FOR EXCHANGE OFFER
Ladies and Gentlemen:
We refer to the above-referenced Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended, filed by
Cogentrix Energy, Inc., a North Carolina corporation (the "Company"), with the
Securities and Exchange Commission relating to the Company's offer to exchange
$100 million aggregate principal amount at maturity of its outstanding 8.75%
Senior Notes due 2008 (the "Old Senior Notes") for an equal principal amount at
maturity of 8.75% Senior Notes due 2008 (the "Exchange Senior Notes"). The
Exchange Senior Notes will be issued under the Indenture dated as of October 20,
1998 between the Company and First Union National Bank, as Trustee (the
"Trustee"), a copy of which is included as Exhibit 4.2 to the Registration
Statement, as supplemented by the First Supplemental Indenture dated as of
October 20, 1998 between the Company and the Trustee (the "Indenture"), a copy
of which is included as Exhibit 4.3 to the Registration Statement. All terms not
otherwise defined herein shall have the meanings set forth in the Registration
Statement.
We have examined the originals or photocopies or certified copies of
such records of the Company, certificates of officers of the Company and public
officials and other documents as we have deemed relevant and necessary as the
basis for the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified copies or photocopies and the authenticity of the
originals of such latter documents.
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Cogentrix Energy, Inc.
October 18, 2000
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Based upon our examination mentioned above, and relying upon statements
of fact contained in the documents which we have examined, it is our opinion
that:
The Exchange Senior Notes have been duly and validly authorized and,
when executed and authenticated in accordance with the provisions of the
Indenture and when delivered in exchange for the Old Senior Notes, will
constitute legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of the rights of creditors generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the related Prospectus.
Very truly yours,
MOORE & VAN ALLEN, PLLC
/s/ Moore & Van Allen, PLLC
