Attached files
file | filename |
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8-K - FORM 8-K - GREAT PLAINS ENERGY INC | c64783e8vk.htm |
EX-1.1 - EX-1.1 - GREAT PLAINS ENERGY INC | c64783exv1w1.htm |
EX-4.1 - EX-4.1 - GREAT PLAINS ENERGY INC | c64783exv4w1.htm |
Exhibit 5.1
Dewey & LeBoeuf LLP | ||
1301 Avenue of the Americas | ||
New York, NY 10019-6092 | ||
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T +1 212 259-8000 F +1 212 259-6333 |
May 19, 2011
Great Plains Energy Incorporated
1200 Main Street
Kansas City, Missouri 64105
1200 Main Street
Kansas City, Missouri 64105
Re: | Great Plains Energy Incorporated Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have served as special counsel to Great Plains Energy Incorporated, a Missouri corporation (the
Company), in connection with the issuance and sale by the Company of $350,000,000 4.85% Notes due
2021 (the Notes), covered by the Registration Statement on Form S-3 (No. 333-159131) (the
Registration Statement), including the prospectus constituting a part thereof, dated May 11,
2009, and the final prospectus supplement, dated May 16, 2011 (collectively, the Prospectus),
filed by the Company with the Securities and Exchange Commission (the SEC) under the Securities
Act of 1933, as amended (the Securities Act).
The Notes were issued under the Companys Indenture, dated as of June 1, 2004, as heretofore
supplemented (the Original Indenture) between the Company and The Bank of New York Mellon Trust
Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (in such capacity, the
Trustee), as supplemented by the Fourth Supplemental Indenture, dated as of May 19, 2011,
establishing the form, terms and other provisions of the Notes (the Supplemental Indenture, and
together with the Original Indenture, the Indenture). The Notes were sold by the Company
pursuant to the Underwriting Agreement, dated May 16, 2011, among the Company, J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mitsubishi UFJ Securities
(USA), Inc., as representatives of the several underwriters named therein.
In rendering the opinions expressed below, we have examined and relied upon copies of the
Registration Statement and the exhibits filed therewith, and the Indenture. We have also examined
originals, or copies of originals certified to our satisfaction, of such agreements, documents,
certificates and statements of government officials and other instruments, and have examined such
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Madrid | Milan | Moscow | Paris | Riyadh affiliated office | Rome | San Francisco | Silicon Valley | Warsaw
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questions of law and have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the legal capacity of
all natural persons and the conformity with authentic original documents of any copies thereof
submitted to us for examination. We have also assumed that the Indenture has been duly authorized,
executed and delivered by the parties thereto and that the Indenture is the valid and legally
binding obligation of the Trustee.
Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we
are of the opinion that the Notes, when duly executed, authenticated and issued as provided in the
Indenture and in the manner and for the consideration contemplated by the Registration Statement
and the Prospectus, will be legally issued and will constitute the valid and binding obligations of
the Company (subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other laws of general applicability relating to or affecting the enforcement of creditors rights
generally and by the effect of general principles of equity, regardless of whether considered in a
proceeding in equity or at law).
We express no opinion herein as to the law of any jurisdiction other than the law of the State of
New York and the federal law of the United States.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement
and to all references to us included in or made a part of the Registration Statement. In giving
the foregoing consent, we do not hereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC
thereunder. This opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written consent.
Very truly yours,
/s/ Dewey
& LeBoeuf LLP