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Title: |
Opinion Letter |
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Entities: |
First National Bank of Boston; Fleet National Bank; FPL Group Capital Inc.; FPL Group, Inc.; Bank of New York; Reed Smith; Steel Hector & Davis; Thelen Reid & Priest LLP |
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Date: |
2003 |
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Size: |
Preview shows 4KB of 14KB total |
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Price: |
$31 |
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ID: |
#319192 |
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STEEL Steel Hector & Davis LLP
HECTOR 200 South Biscayne Boulevard
& DAVIS Miami, Florida 33131-2398
305.577.7000
305.577.7001 Fax
www.steelhector.com
March 18, 2003
FPL Group, Inc.
FPL Group Capital Inc
FPL Group Capital Trust I
FPL Group Capital Trust II
700 Universe Boulevard
Juno Beach, Florida 33408
Ladies and Gentlemen:
As counsel for FPL Group, Inc., a Florida corporation ("FPL Group"), FPL
Group Capital Inc, a Florida corporation ("FPL Group Capital"), FPL Group
Capital Trust I, a Delaware statutory trust, and FPL Group Capital Trust II, a
Delaware statutory trust (together with FPL Group Capital Trust I, the
"Trusts"), we have participated in the preparation of Registration Statement
Nos. 333-102173 and 333-102173-01 on Form S-3 ("Registration Statement No.
333-102173") filed on December 23, 2002 with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended
("Securities Act") and Amendment No. 1 thereto to be filed with the Commission
on or about the date hereof ("Amendment No. 1") (Registration Statement No.
333-102173 as amended by Amendment No. 1, the "Registration Statement"), in
connection with the registration by:
(a) FPL Group of up to a total of $1,337,450,000 of (i) its guarantee
relating to FPL Group Capital's Debt Securities (as defined below) ("Debt
Securities Guarantee"); (ii) its guarantee of FPL Group Capital's Junior
Subordinated Debentures (as defined below) ("Subordinated Debenture Guarantee");
(iii) its guarantee of Preferred Trust Securities (as defined below) of the
Trusts ("Preferred Trust Securities Guarantee"); (iv) shares of its common
stock, $.01 par value ("Common Stock"), including the preferred share purchase
rights ("Rights") attached thereto (collectively, "Shares"); (v) contracts to
purchase Shares or other agreements or instruments requiring it to sell Shares
(collectively, "Stock Purchase Contracts"); and (vi) units, each representing
ownership of a Stock Purchase Contract and debt securities of FPL Group Capital
(including, but not limited to, Debt Securities and Junior Subordinated
Debentures), preferred trust securities of one or more FPL Group subsidiary
trusts or other subsidiary entities (including, but not limited to, Preferred
Trust Securities), or debt securities of third parties, including, but not
limited to, U.S. Treasury securities ("Stock Purchase Units"),
(b) FPL Group Capital of up to a total of $1,337,450,000 of its unsecured
debt securities ("Debt Securities") and junior subordinated debentures ("Junior
Subordinated Debentures"), and
{PAGE}
FPL Group, Inc.
FPL Group Capital Inc
FPL Group Capital Trust I
FPL Group Capital Trust II
March 18, 2003
Page 2
(c) the Trusts of up to a total of $1,337,450,000 of their preferred trust
securities ("Preferred Trust Securities"). In connection therewith, we have
reviewed such documents and records as we have deemed necessary to enable us to
express an opinion on the matters covered hereby.
In connection therewith, we have examined FPL Group's Restated Articles of
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