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Exhibit 5.1
[PALMER & DODGE LLP LETTERHEAD]
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
August 21, 2000
Tampa Electric Company
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinion dated July 13, 1998 and included as
Exhibit 5.1 to the Registration Statement (the "Registration Statement") on Form
S-3 (File No. 333-55875) filed by Tampa Electric Company (the "Company"), a
Florida corporation, with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). We are rendering this supplemental opinion in connection with the
prospectus supplement (the "Prospectus Supplement") dated August 16, 2000, filed
by the Company with the Commission pursuant to Rule 424 under the Securities
Act. The Prospectus Supplement relates to the offering by the Company of $150
million principal amount of REset Put Securities due 2015 (the "Notes"), which
Notes are covered by the Registration Statement. We understand that the Notes
are to be offered and sold in the manner described in the Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the
Registration Statement and the Prospectus Supplement. We are familiar with the
proceedings of the Board of Directors of the Company in connection with the
authorization, issuance and sale of the Notes. We have examined such other
documents as we consider necessary to render this opinion. We advise you that,
in our opinion, when the Notes have been duly executed and authenticated in
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August 21, 2000
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accordance with the Indenture relating to the Notes and issued and sold as
contemplated in the Prospectus Supplement, the Notes will constitute valid and
legally binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
The opinion rendered herein is limited to the laws of the Commonwealth
of Massachusetts and the federal laws of the United States. For purposes of our
opinion as to the enforceability of the Indenture and the Notes, we are
rendering such opinion as though the laws of Massachusetts governed,
notwithstanding the recitations in such instructions that the laws of another
jurisdiction may govern.
We hereby consent to the filing of this opinion as part of the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement.
Very truly yours,
/s/ Palmer & Dodge LLP
