Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - Duke Energy Carolinas, LLC | g21321exv4w1.htm |
EX-99.1 - EX-99.1 - Duke Energy Carolinas, LLC | g21321exv99w1.htm |
8-K - FORM 8-K - Duke Energy Carolinas, LLC | g21321e8vk.htm |
Exhibit 5.1
DUKE ENERGY CAROLINAS, LLC
526 South Church Street
Charlotte, North Carolina 28202
Charlotte, North Carolina 28202
November 19, 2009
Duke Energy Carolinas, LLC
526 South Church Street
Charlotte, North Carolina 28202
526 South Church Street
Charlotte, North Carolina 28202
Re: | Duke Energy Carolinas, LLC $750,000,000 First and Refunding Mortgage Bonds, 5.30% Series due 2040 |
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of Duke Energy Carolinas, LLC, a North
Carolina limited liability company (the Company), and in such capacity I have acted as counsel to
the Company in connection with the public offering of $750,000,000 aggregate principal amount of
the Companys First and Refunding Mortgage Bonds, 5.30% Series due 2040 (the Securities), to be
issued pursuant to a First and Refunding Mortgage, dated as of December 1, 1927, (the Original
Mortgage) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the
Trustee) as amended and supplemented by various supplemental indentures including a Ninetieth
Supplemental Indenture, dated as of November 19, 2009, relating to the Securities (the
Supplemental Indenture) (the Original Mortgage, as amended and supplemented, being referred to as
the Mortgage). On November 16, 2009, the Company entered into an Underwriting Agreement (the
Underwriting Agreement) with Banc of America Securities, LLC, Citigroup Global Markets Inc.,
Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein (the Underwriters), relating to the sale by the Company to the
Underwriters of the Securities.
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
I am a member of the bar of the State of North Carolina and my opinion set forth herein is
limited to North Carolina corporate law. I do not express any opinion with respect to any other
law of the State of North Carolina or any other jurisdiction, or as to the effect thereof on the
opinion herein stated.
In connection with this opinion, I or attorneys under my supervision (with whom I have
consulted) have examined and are familiar with originals or copies, certified or otherwise
identified to our satisfaction, of:
Duke Energy Carolinas, LLC
November 19, 2009
Page 2
November 19, 2009
Page 2
(a) the registration statement on Form S-3 (File No. 333-146483-03) of the Company filed on
October 3, 2007, with the Securities and Exchange Commission (the Commission) under the
Securities Act of 1933, as amended (the Securities Act), allowing for delayed offerings pursuant
to Rule 415 under the Securities Act and the information deemed to be a part of such registration
statement as of the date hereof pursuant to Rule 430B of the General Rules and Regulations under
the Securities Act (the Rules and Regulations) (such registration statement, as declared
effective by the Commission on October 3, 2007 being hereinafter referred to as the Registration
Statement);
(b) the prospectus, dated October 3, 2007, which forms a part of and is included in the
Registration Statement in the form filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations;
(c) the preliminary prospectus supplement, dated November 16, 2009, relating to the offering
of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations;
(d) the prospectus supplement, dated November 16, 2009 (the Prospectus Supplement), relating
to the offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations;
(e) the Articles of Organization of the Company, dated as of April 3, 2006, as amended;
(f) the Limited Liability Company Operating Agreement of the Company, dated as of April 3,
2006, as amended;
(g) an executed copy of the Underwriting Agreement;
(h) a specimen of the Securities;
(i) an executed copy of the Mortgage;
(j) an executed copy of the Supplemental Indenture;
(k) the Issuer Free Writing Prospectus issued at or prior to the Applicable Time, attached as
Schedule C to the Underwriting Agreement and filed with the Commission pursuant to Rule 433(d) of
the Securities Act and Section 5(e) of the Underwriting Agreement;
(l) resolutions of the Board of Directors of the Company, effective September 20, 2007,
relating to the preparation and filing with the Commission of the Registration Statement and the
issuance of the Companys securities; and
(m) the written consent of Assistant Treasurer, M. Allen Carrick, effective November 16, 2009,
relating to the offering of the Securities.
Duke Energy Carolinas, LLC
November 19, 2009
Page 3
November 19, 2009
Page 3
I or attorneys under my supervision (with whom I have consulted) have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such records of the Company
and such agreements and certificates and receipts of public officials, certificates of officers or
other representatives of the Company and others, and such other documents, certificates and records
as I or attorneys under my supervision (with whom I have consulted) have deemed necessary or
appropriate as a basis for the opinions set forth below.
In my examination, I or attorneys under my supervision (with whom I have consulted) have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the
authenticity of such copies. In making my examination of executed documents, I have assumed that
the parties thereto, other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and I have also assumed the due authorization by all requisite
action, corporate or other, and the execution and delivery by such parties of such documents and,
except to the extent expressly set forth below, the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which were not independently
established or verified, I or attorneys under my supervision (with whom I have consulted) have
relied upon oral or written statements and representations of officers and other representatives of
the Company and others.
The opinion set forth below is subject to the following further qualifications, assumptions
and limitations:
(i) the validity or enforcement of any agreements or instruments may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors
rights generally and by general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law) and
(ii) I do not express any opinion as to the applicability or effect of any fraudulent
transfer, preference or similar law on any agreements or instruments or any transactions
contemplated thereby.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, I am of the opinion that the Securities have been duly authorized and
executed by the Company, and that when duly authenticated by the Trustee and issued and delivered
by the Company against payment therefor in accordance with the terms of the Underwriting Agreement
and the Mortgage, the Securities will constitute valid and binding obligations of the Company
entitled to the benefits of the Mortgage and enforceable against the Company in accordance with
their terms.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement through incorporation by reference of a current report on Form 8-K. I also
consent to the reference to my name under the heading Legal Matters in the Prospectus
Duke Energy Carolinas, LLC
November 19, 2009
Page 4
November 19, 2009
Page 4
Supplement. In giving this consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder. This opinion is expressed as of the date
hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
laws.
Very truly yours, |
||||
/s/ Robert T. Lucas, Esq. | ||||
Associate General Counsel, | ||||
Assistant Secretary | ||||