Exhibit 5(c)



                 [Letterhead of Richards, Layton & Finger, P.A.]




                                 March 11, 2004




AVA Capital Trust III
c/o Avista Corporation
1411 East Mission Avenue
Spokane, Washington  99202

              Re: AVA CAPITAL TRUST III

Ladies and Gentlemen:

              We have acted as special Delaware counsel for Avista  Corporation,
a Washington corporation (the "Company"),  and AVA Capital Trust III, a Delaware
statutory trust (the "Trust"),  in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

              For purposes of giving the  opinions  hereinafter  set forth,  our
examination  of documents  has been limited to the  examination  of originals or
copies of the following:

              (a)    The Certificate of Trust of the Trust, dated as of November
4,  1996,  as filed in the  office  of the  Secretary  of State of the  State of
Delaware (the "Secretary of State") on November 4, 1996;

              (b)    The Amended and Restated Certificate of Trust of the Trust,
effective as of March 9, 2004 (the "Certificate"), as filed in the office of the
Secretary of State on March 9, 2004;

              (c)    The Declaration of Trust of the Trust, dated as of November
4, 1996,  among the Company,  as successor in interest to The  Washington  Water
Power  Company,  as Sponsor,  and the  trustees of the Trust named  therein,  as
amended by the Removal and  Appointment of Trustees and Amendment of Declaration
of Trust of the Trust, dated as of March 9, 2004, among the Company, as Sponsor,
Malyn K.  Malquist  and Diane C.  Thoren,  as  Regular  Trustees,  Union Bank of
California, N.A., as Institutional Trustee, and SunTrust Delaware Trust Company,
as Delaware Trustee;

              (d)    The Registration  Statement (the "Registration  Statement")
on Form S-3, including a preliminary  prospectus (the "Prospectus")  relating to
the Flexible  Trust  Preferred  Securities of the Trust  representing  preferred
undivided  beneficial  interests in the assets of the Trust (each,  a "Preferred
Security" and collectively, the "Preferred Securities"), as proposed to be





AVA Capital Trust III
March 11, 2004
Page 2


filed by the Company and the Trust as set forth therein with the  Securities and
Exchange Commission on or about March 11, 2004;

              (e)    A form of Amended and Restated  Declaration of Trust of the
Trust,  to be entered  into among the Company,  as Sponsor,  the trustees of the
Trust named therein, and the holders, from time to time, of undivided beneficial
interests  in the assets of the Trust  (including  Exhibits  A, B and C thereto)
(the "Declaration"), attached as an exhibit to the Registration Statement; and

              (f)    A Certificate  of Good Standing for the  Trust  as of March
9, 2004, obtained from the Secretary of State.

              Capitalized  terms used herein and not otherwise  defined are used
as defined in the Declaration.

              For purposes of this  opinion,  we have not reviewed any documents
other  than the  documents  listed in  paragraphs  (a)  through  (f)  above.  In
particular,  we have not reviewed any document (other than the documents  listed
in paragraphs (a) through (f) above) that is referred to in or  incorporated  by
reference  into the documents  reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent with
the  opinions   stated  herein.   We  have  conducted  no  independent   factual
investigation  of our own but  rather  have  relied  solely  upon the  foregoing
documents,  the statements and  information set forth therein and the additional
matters  recited or  assumed  herein,  all of which we have  assumed to be true,
complete and accurate in all material respects.

              With respect to all documents  examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic  originals,  (ii)
the conformity with the originals of all documents  submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

              For  purposes  of this  opinion,  we have  assumed  (i)  that  the
Declaration  and the  Certificate are in full force and effect and have not been
amended,  (ii)  except to the extent  provided  in  paragraph  1 below,  the due
creation or due  organization  or due  formation,  as the case may be, and valid
existence in good standing of each party to the  documents  examined by us under
the laws of the jurisdiction governing its creation,  organization or formation,
(iii) the legal  capacity of natural  persons  who are parties to the  documents
examined by us, (iv) that each of the  parties to the  documents  examined by us
has the  power  and  authority  to  execute  and  deliver,  and to  perform  its
obligations  under,  such documents,  (v) the due  authorization,  execution and
delivery  by all  parties  thereto of all  documents  examined  by us,  (vi) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively,  the  "Preferred  Security  Holders")  of a Preferred  Securities
Certificate  for such  Preferred  Security  and the  payment  for the  Preferred
Security acquired by it, in accordance with the Declaration and the Registration
Statement,  and (vii) that the Preferred  Securities  are issued and sold to the
Preferred Security




AVA Capital Trust III
March 11, 2004
Page 3


Holders in accordance with the Declaration and the  Registration  Statement.  We
have not  participated  in the  preparation  of the  Registration  Statement and
assume no responsibility for its contents.

              This  opinion  is  limited  to the laws of the  State of  Delaware
(excluding  the  securities  laws of the  State  of  Delaware),  and we have not
considered  and  express  no  opinion  on the  laws of any  other  jurisdiction,
including federal laws and rules and regulations  relating thereto. Our opinions
are  rendered  only with  respect to Delaware  laws and rules,  regulations  and
orders thereunder which are currently in effect.

              Based  upon  the  foregoing,  and  upon  our  examination  of such
questions  of law and  statutes of the State of  Delaware as we have  considered
necessary  or  appropriate,  and  subject  to the  assumptions,  qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

              1.     The Trust has been duly created and is validly  existing in
good standing as a statutory trust under the Delaware Statutory Trust Act.

              2.     The Preferred  Securities will represent valid and, subject
to  the   qualifications  set  forth  in  paragraph  3  below,  fully  paid  and
nonassessable undivided beneficial interests in the assets of the Trust.

              3.     The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders  of private  corporations  for profit  organized  under the General
Corporation  Law of the State of Delaware.  We note that the Preferred  Security
Holders may be obligated to make payments as set forth in the Declaration.

              We consent to the filing of this opinion with the  Securities  and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal  Opinions" in the
Prospectus.  In giving the foregoing  consents,  we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the  Securities  Act of 1933, as amended,  or the rules and  regulations  of the
Securities and Exchange Commission  thereunder.  Except as stated above, without
our prior  written  consent,  this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

                                        Very truly yours,

                                        /s/ Richards, Layton & Finger, P.A



BJK/MKS/JDS