8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 2, 2014

Commission File No.	Exact name of each Registrant as specified in its charter, state of incorporation, address of principal executive offices, telephone number	I.R.S. Employer Identification Number
1-8180	TECO ENERGY, INC. (a Florida corporation)	59-2052286

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On September 2, 2014, TECO Energy, Inc. (the “Corporation”) filed a prospectus supplement to the prospectus included in its registration statement on Form S-3 (File No. 333-179719) with the Securities and Exchange Commission. The prospectus supplement was filed in connection with the Corporation’s new Direct Stock Purchase and Dividend Reinvestment Plan, which amends and restates its Dividend Reinvestment Plan and Common Stock Purchase Plan effective as of September 2, 2014, under which the Corporation is offering 3,000,000 shares of its common stock, par value $1.00 per share.

In connection with the filing of the prospectus supplement, the Corporation is filing as Exhibit 5.6 hereto an opinion of its counsel, Edwards Wildman Palmer LLP, regarding the validity of the shares offered pursuant to the plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

5.6	Opinion of Edwards Wildman Palmer LLP.
23.1	Consent of Edwards Wildman Palmer LLP (included as part of their opinion filed herewith).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 2, 2014	TECO ENERGY, INC.
	(Registrant)
	By:	/s/ David E. Schwartz
		David E. Schwartz
		Vice President-Governance, Associate General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
5.6	Opinion of Edwards Wildman Palmer LLP.
23.1	Consent of Edwards Wildman Palmer LLP (included as part of their opinion filed herewith).

EX-5.6

Exhibit 5.6

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