Attached files
file | filename |
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8-K - FORM 8-K - UIL HOLDINGS CORP | y03972e8vk.htm |
EX-1.1 - EX-1.1 - UIL HOLDINGS CORP | y03972exv1w1.htm |
EX-99.1 - EX-99.1 - UIL HOLDINGS CORP | y03972exv99w1.htm |
Exhibit 5.1
Wiggin and Dana LLP
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203.498.4400 | ||||
One Century Tower
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203.782.2889 fax | ||||
P.O. Box 1832
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www.wiggin.com | ||||
New Haven, |
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Connecticut |
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06508-1832 |
September 16, 2010
UIL Holdings Corporation
157 Church Street
New Haven, CT 06506
157 Church Street
New Haven, CT 06506
Re: UIL Holdings Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to UIL Holdings Corporation, a Connecticut corporation (the Company), in
connection with the issuance of up to 20,355,000 shares of common stock of the Company, no par
value (including shares that may be issued upon exercise of an option granted to the underwriters
to purchase up to 2,655,000 shares of common stock to cover over-allotments) (collectively, the
Shares), pursuant to an Underwriting Agreement, dated as of September 16, 2010 (the Underwriting
Agreement) among the Company, Morgan Stanley & Co. Incorporated, J.P. Morgan Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters
listed in Schedule 1 to the Underwriting Agreement. The Shares will be issued in an
underwritten public offering pursuant to the Companys Registration Statement on Form S-3
(Registration No. 333-157854), as filed with the Securities and Exchange Commission on March 11,
2009 (at the time it became effective, the Registration Statement), pursuant to the Securities
Act of 1933, as amended (the Securities Act), and the related prospectus dated March 11, 2009 and
prospectus supplement dated September 16, 2010 (collectively, the Prospectus).
We have examined the Registration Statement, the Prospectus and documents and records of the
Company and other documents, matters of fact and questions of law that we have deemed necessary for
the purposes of this opinion. In
New
Haven Stamford New
York Hartford Philadelphia
UIL Holdings Corporation
September 16, 2010
Page 2
September 16, 2010
Page 2
our examination, we have assumed the authenticity of original documents and the genuineness of all
signatures,
the conformity to the originals of all documents submitted to us as copies, and the truth,
accuracy, and completeness of the information, representations, and warranties contained in the
records, documents, instruments, and certificates we have reviewed.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when
issued in accordance with the terms of the Underwriting Agreement, the Registration Statement and
the Prospectus, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of
even date herewith, incorporated by reference into the Registration Statement, and to the reference
to this 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 Securities Act or related rules, nor do we admit that we are experts with respect to any part
of the Registration Statement within the meaning of the term expert as used in the Securities Act
or related rules.
Very truly yours,
/s/ Wiggin and Dana LLP