Attached files
file | filename |
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8-K - FORM 8-K - TECO ENERGY INC | d8k.htm |
EX-1.5 - UNDERWRITING AGREEMENT - TECO ENERGY INC | dex15.htm |
Exhibit 5.3
March 4, 2010
TECO Finance, Inc.
702 North Franklin Street
Tampa, Florida 33602
Ladies and Gentlemen:
Reference is made to our opinion dated March 6, 2009 and included as Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No. 333-157759) (the Registration Statement) filed on March 6, 2009 by TECO Finance, Inc., a Florida corporation (the Company), TECO Energy, Inc., a Florida corporation and parent of the Company (the Guarantor), and Tampa Electric Company, a Florida corporation and a wholly owned subsidiary of the Guarantor, 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) filed on or about March 4, 2010 by the Company and the Guarantor with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company, and the guarantee by the Guarantor (the Guarantee), of $250,000,000 aggregate principal amount of 4.00% Notes due 2016 and $300,000,000 aggregate principal amount of 5.15% Notes due 2020 (collectively, the Notes), which Notes are covered by the Registration Statement. The Notes will be issuable under an indenture dated as of December 21, 2007 (the Base Indenture) among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (f/k/a The Bank of New York Trust Company, N.A.), as trustee (the Trustee), as heretofore amended, and as supplemented by a third supplemental indenture to be entered into among the Company, the Guarantor and the Trustee (together with the Base Indenture, the Indenture). 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 and the proceedings of the Board of Directors of the Guarantor in connection with the authorization, issuance and sale of the Notes and the authorization and issuance of the Guarantee. We have examined such other documents as we consider necessary to render this opinion. We advise you that, in our opinion, the Notes have been duly authorized by all necessary corporate action of the Company, and when the Notes have been duly executed, authenticated and delivered in accordance with the Indenture relating to the Notes against payment of the agreed consideration therefor and issued and sold as contemplated in the Prospectus Supplement, the Notes will constitute valid and binding obligations of the Company and the Guarantee will constitute a valid and binding obligation of the Guarantor, all subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general
TECO Finance
March 4, 2010
Page 2
application affecting the rights and remedies of creditors, and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. We have relied as to certain matters on information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be responsible.
The opinion rendered herein is limited to New York law, the Florida Business Corporation Act (including the reported judicial decisions interpreting that Act and applicable provisions, if any, of the Florida Constitution) and the federal laws of the United States.
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/ EDWARDS ANGELL PALMER & DODGE LLP |
EDWARDS ANGELL PALMER & DODGE LLP |