Attached files
file | filename |
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8-K - FORM 8-K - CENTERPOINT ENERGY INC | h73815e8vk.htm |
EX-1.1 - EX-1.1 - CENTERPOINT ENERGY INC | h73815exv1w1.htm |
Exhibit 5.1
ONE SHELL PLAZA | ABU DHABI | |||||
910 LOUISIANA | AUSTIN | |||||
HOUSTON, TEXAS | BEIJING | |||||
77002-4995 | DALLAS | |||||
DUBAI | ||||||
TEL +1 | HONG KONG | |||||
713.229.1234 | HOUSTON | |||||
FAX +1 | LONDON | |||||
713.229.1522 | MOSCOW | |||||
www.bakerbotts.com | NEW YORK | |||||
PALO ALTO | ||||||
RIYADH | ||||||
WASHINGTON |
June 15, 2010
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
In connection with the issuance by CenterPoint Energy, Inc., a Texas corporation (the
Company), of 25,300,000 shares (the Shares) of common stock, par value $0.01 per share, of the
Company pursuant to (a) the Companys Registration Statement on Form S-3 (Registration No.
333-153916) (the Registration Statement), which was filed by the Company with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act),
and (b) the related prospectus dated October 9, 2008, as supplemented by the prospectus supplement
relating to the sale of the Shares dated June 9, 2010 (as so supplemented, the Prospectus), as
filed by the Company with the Commission pursuant to Rule 424(b) under the Act, certain legal
matters with respect to the Shares are being passed upon for you by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5.1 to the Companys Current Report on Form
8-K to be filed with the Commission on the date hereof (the Form 8-K). The Shares are being
offered, issued and sold pursuant to the Underwriting Agreement dated June 9, 2010 (the
Underwriting Agreement) by and among the Company and J.P. Morgan Securities Inc., Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as
representatives of the several Underwriters named in Schedule I thereto.
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of (i) the Companys Restated Articles of
Incorporation and Amended and Restated Bylaws, in each case as amended to date; (ii) the
Underwriting Agreement; (iii) the Registration Statement and the Prospectus; and (iv) corporate
records of the Company as furnished to us by you, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of
officers of the Company and of public officials with respect to the accuracy of the material
factual matters contained in such certificates. In making our examination, we have assumed that
the signatures on all documents examined by us are genuine, that all documents submitted to us as
originals are accurate and complete, that all documents submitted to us as copies are true and
correct copies of the originals thereof and that all information submitted to us was accurate and
complete.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
hereinafter set forth, we are of the opinion that the Shares have been duly
authorized by all necessary corporate action on the part of the Company and, when issued and
June 15, 2010 |
delivered against payment of the purchase price therefor in accordance with the Underwriting
Agreement, will be validly issued, fully paid and nonassessable.
The opinions set forth above are limited in all respects to matters of the laws of the State
of Texas and applicable federal law. We hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Form 8-K. We also consent to the reference to our Firm under the
heading Legal Matters in the Prospectus. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER BOTTS L.L.P.