Attached files
| file | filename |
|---|---|
| 8-K - OHIO POWER CO | efc13-486_8k.htm |
| EX-5.1 - OHIO POWER CO | efc13-486_ex51.htm |
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SIDLEY AUSTIN llp
787 SEVENTH AVENUE
NEW YORK, NY 10019
(212) 839 5300
(212) 839 5599 FAX
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FOUNDED 1866
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Exhibit 8.1
August 1, 2013
Ohio Power Company
Ohio Phase-In-Recovery Funding LLC
1 Riverside Plaza
Columbus, Ohio 43215
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Re:
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Ohio Phase-In-Recovery Funding LLC
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Ladies and Gentlemen:
We have acted as special counsel to Ohio Power Company (“OPCo”) and Ohio Phase-In-Recovery Funding LLC, a Delaware limited liability company (the “Company”), in connection with the issuance and registration of $267,408,000 aggregate principal amount of phase-in-recovery bonds (the “Phase-in-Recovery Bonds”) of the Company. In that connection, reference is made to the Registration Statement filed on Form S-3 (Registration Nos. 333-188745 and 333-188745-01) filed on May 22, 2013 , as amended by Amendment No. 1 filed June 25, 2013 and as further amended by Amendment No. 2 filed July 12, 2013 (collectively, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Phase-in-Recovery Bonds are to be issued under an Indenture (the “Base Indenture”) between the Company and U.S. Bank National Association, a national banking association, as indenture trustee (the “Trustee”), as supplemented by a Series Supplement (the “Series Supplement” and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee, the final form of each of which was filed as an exhibit to a Form 8-K on July 24, 2013.
We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the proposed authorization, issuance and sale of the Phase-in-Recovery Bonds. We have examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and other instruments, and examined such questions of law and satisfied ourselves to such matters of fact as we deemed relevant or necessary as a basis for this letter. In rendering the opinions expressed in this letter, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company or others.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
August 1, 2013
Page 2
Based upon the foregoing, it is our opinion that for U.S. federal income tax purposes, (1) the Company will not be treated as a taxable entity separate and apart from OPCo and (2) the Phase-in-Recovery Bonds will be treated as debt of OPCo.
Our opinion is limited to the United States federal income tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences regarding the transaction referred to above or any other transaction. This opinion is rendered as of the date hereof and is based on the current provisions of the Internal Revenue Code and the Treasury regulations issued or proposed thereunder, Revenue Rulings, Revenue Procedures and other published releases of the Internal Revenue Service and current case law, any of which can change at any time. Any change could apply retroactively and modify the legal conclusions upon which our opinions are based. This opinion is rendered as of the date hereof and we do not undertake, and hereby disclaim, any obligation to advise you of any changes in law or fact, whether or not material, that may be brought to our attention at a later date.
We are furnishing this opinion to you solely in connection with the issuance of the Phase-in-Recovery Bonds described above, and this opinion is not to be relied on, circulated, quoted or otherwise referred to for any other purpose. However, we hereby consent to (i) the posting of a copy of this letter to an internet website required under Rule 17g-5 under the Exchange Act and maintained by OPCo solely for the purpose of complying with such rule and (ii) the filing of this opinion as an exhibit to the Registration Statement and to the references to this Firm in the Prospectus under the section captioned "Prospectus Summary— Federal Income Tax Status,” the Prospectus under the section captioned "Material U.S. Federal Income Tax Consequences,” the Prospectus under the section captioned "Legal Matters,” and the Prospectus Supplement under the section captioned "Material U.S. Federal Income Tax Consequences.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the related rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Sidley Austin LLP