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Exhibit 5
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6092
Writer's Direct Dial Number
(212) 259-8000
October 17, 2000
Texas Eastern Transmission Corporation
5400 Wertheimer Court
Houston, Texas 77251-1642
Ladies and Gentlemen:
We have acted as counsel for Texas Eastern Transmission Corporation, a
Delaware corporation (the "Company"), with respect to certain legal matters in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act"), of the offer and sale by the Company
from time to time, pursuant to Rule 415 under the Securities Act, of unsecured
debt securities, in one or more series (the "Notes"). The aggregate initial
offering price of the Notes offered by the Company hereby will not exceed
$500,000,000. The Notes will be offered in amounts, at prices and on terms to be
determined in light of market conditions at the time of sale and to be set forth
in supplements to the prospectus contained in the Company's registration
statement on Form S-3 (the "Registration Statement") to which this opinion is an
exhibit.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Restated Certificate of Incorporation
of the Company and (ii) such other certificates, statutes and other instruments
and documents as we considered appropriate for purposes of the opinions
hereafter expressed. In addition, we reviewed such questions of law as we
considered appropriate.
In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a prospectus supplement will have
been prepared and filed with the Commission describing the Notes offered
thereby; (iii) all Notes will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the applicable prospectus supplement; (iv) the Indenture relating
to the Notes (the "Indenture") will be duly authorized, executed and delivered
by the parties thereto; (iv) a definitive purchase, underwriting or similar
agreement with respect to any Notes offered will have been duly authorized and
validly executed and delivered by the Company and the other parties thereto.
Based on the foregoing, and subject to the assumptions,
qualifications, limitations, and exceptions set forth herein, we are of the
opinion that when (a) the Indenture relating to the Notes has been duly
qualified under the Trust Indenture Act of 1939, as amended, (b) the Board of
Directors of the Company (or a committee thereof) has taken all necessary
corporate action to
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approve the issuance and terms of any such Notes, (c) the terms of such Notes
and of their issuance and sale have been duly established in conformity with the
Indenture so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirements or restriction imposed by any court or governmental
body having jurisdiction over the Company, and (d) such Notes have been duly
executed and authenticated in accordance with the Indenture and issued and sold
as contemplated in the applicable prospectus supplement, such Notes will
constitute valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium and similar laws relating to
or affecting creditors' rights generally and to general equitable principles.
The foregoing opinions are limited to the laws of the State of New
York, the laws of the United States of America and the General Corporation Law
of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Validity of the Notes." 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.
/s/ Dewey Ballantine LLP
