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8-K - FORM 8-K - TECO ENERGY INCd780975d8k.htm

Exhibit 5.6

 

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September 2, 2014

TECO Energy, Inc.

702 North Franklin Street

Tampa, Florida 33602

Ladies and Gentlemen:

Reference is made to our opinion dated February 27, 2012, and included as Exhibit 5.1 to the Registration Statement on Form S-3 (Registration No. 333-179719) (the “Registration Statement”) filed on February 27, 2012, by TECO Energy, Inc., a Florida corporation (the “Company”), 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 September 2, 2014, by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to up to 3,000,000 shares of the Company’s common stock, $1.00 par value per share (the “Shares”), which Shares are covered by the Registration Statement, being offered pursuant to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”). We understand that the Shares 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 taken by the Board of Directors of the Company in connection with the authorization, issuance and sale of the Shares. We have examined all such documents as we consider necessary to enable us to render this opinion.

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 Plan, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as a 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 Wildman Palmer LLP
EDWARDS WILDMAN PALMER LLP

 

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