Attached files
file | filename |
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8-K - FORM 8-K DATED FEBRUARY 9, 2010 - FLORIDA POWER & LIGHT CO | form8k020910.htm |
EX-4 - EXHIBIT 4 - FLORIDA POWER & LIGHT CO | exhibit4.htm |
EX-5.B - EXHIBIT 5(B) - FLORIDA POWER & LIGHT CO | exhibit5b.htm |
Exhibit
5(a)
February
9, 2010
Florida
Power & Light Company
700
Universe Boulevard
Juno
Beach, Florida 33408
|
Ladies
and Gentlemen:
We
have acted as counsel to Florida Power & Light Company, a Florida
corporation (the “Company”) in connection with the authorization, issuance and
sale by the Company of $500,000,000 aggregate principal amount of First Mortgage
Bonds, 5.69% Series due March 1, 2040 (the “Bonds”), issued under the Mortgage
and Deed of Trust dated as of January 1, 1944, as the same is supplemented
by one hundred and fifteen indentures supplemental thereto, the latest of which
is dated as of February 1, 2010 (such Mortgage as so supplemented being
hereinafter called the “Mortgage”) from the Company to Deutsche Bank Trust
Company Americas, as Trustee (“Mortgage Trustee”).
We
have participated in the preparation of or reviewed (1) Registration Statement
Nos. 333-160987, 333-160987-01, 333-160987-02, 333-160987-03, 333-160987-04,
333-160987-05, 333-160987-06, 333-160987-07 and 333-160987-08 (the “Registration
Statement”), which Registration Statement was filed jointly by the Company, FPL
Group, Inc., FPL Group Capital Inc, FPL Group Capital Trust II, FPL Group
Capital Trust III, FPL Group Trust I, FPL Group Trust II, Florida Power &
Light Company Trust I and Florida Power & Light Company Trust II with the
Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”); (2) the prospectus dated August 3,
2009 forming a part of the Registration Statement, as supplemented by a
prospectus supplement dated February 3, 2010 relating to the Bonds, both such
prospectus and prospectus supplement filed pursuant to Rule 424 under the
Securities Act; (3) the Mortgage; (4) the corporate proceedings of the
Company with respect to the Registration Statement and with respect to the
authorization, issuance and sale of the Bonds; and (5) such other corporate
records, certificates and other documents (including a receipt executed on
behalf of the Company acknowledging receipt of the purchase price for the Bonds)
and such questions of law as we have considered necessary or appropriate for the
purposes of this opinion.
Based
on the foregoing, we are of the opinion that the Bonds are legally issued, valid
and binding obligations of the Company, except as limited or affected by
bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance or other laws affecting mortgagees’ and other creditors’ rights and
remedies generally and general principles of equity.
In
rendering the foregoing opinion, we have assumed that the certificates
representing the Bonds conform to specimens examined by us and that the Bonds
have been duly authenticated, in accordance with the Mortgage, by the Mortgage
Trustee under the Mortgage, and that the signatures on all documents examined by
us are genuine, assumptions which we have not independently
verified.
We
hereby consent to the filing of this opinion as an exhibit to a Current Report
on Form 8-K to be filed by the Company on or about February 9, 2010, which will
be incorporated by reference in the Registration Statement. In giving the
foregoing consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
This
opinion is limited to the laws of the States of Florida and New York and the
federal laws of the United States insofar as they bear on matters covered
hereby. As to all matters of New York law, we have relied, with your
consent, upon an opinion of even date herewith addressed to you by Morgan, Lewis
& Bockius LLP, New York, New York. As to all matters of Florida
law, Morgan, Lewis & Bockius LLP is hereby authorized to rely upon this
opinion as though it were rendered to it.
Very truly yours,
/s/
Squire, Sanders & Dempsey L.L.P.
SQUIRE, SANDERS & DEMPSEY
L.L.P.