-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EB1uql+t9hJe+/KeUUxNiOXo5u1zhrshHtO/jWG0ctGm7+EkVlkbg3dHRgKAlPCD DVr0kdqeJ8XtbhkY9LJc9g== 0000950120-05-000476.txt : 20050629 0000950120-05-000476.hdr.sgml : 20050629 20050629150225 ACCESSION NUMBER: 0000950120-05-000476 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 EFFECTIVENESS DATE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA POWER & LIGHT CO CENTRAL INDEX KEY: 0000037634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590247775 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-116300 FILM NUMBER: 05924246 BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616943715 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Florida Power & Light CO Trust I CENTRAL INDEX KEY: 0001293198 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-116300-02 FILM NUMBER: 05924248 BUSINESS ADDRESS: STREET 1: P.O. BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616943715 MAIL ADDRESS: STREET 1: P.O. BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Florida Power & Light CO Trust II CENTRAL INDEX KEY: 0001293199 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-116300-01 FILM NUMBER: 05924247 BUSINESS ADDRESS: STREET 1: P.O. BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 5616943715 MAIL ADDRESS: STREET 1: P.O. BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 POS EX 1 d665990.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2005 REGISTRATION STATEMENT NOS. 333-116300, 333-116300-01 AND 333-116300-02 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------
FLORIDA POWER & LIGHT COMPANY FLORIDA 59-0247775 FLORIDA POWER & LIGHT COMPANY TRUST I DELAWARE 20-6218709 FLORIDA POWER & LIGHT COMPANY TRUST II DELAWARE 20-6218713 (Exact name of each registrant as (State or other jurisdiction of (I.R.S. Employer specified in its charter) incorporation or organization) Identification No.)
---------------- 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000 (Address, including zip code, and telephone number, including area code, of registrants' principal executive office) ---------------- Thomas R. McGuigan, P.A. Robert J. Reger, Jr., Esq. Steel Hector & Davis LLP Thelen Reid & Priest LLP 1900 Phillips Point West 875 Third Avenue 777 South Flagler Drive New York, New York 10022 West Palm Beach, Florida 33401 (212) 603-2000 (561) 650-7200 (Names and addresses, including zip codes, and telephone numbers, including area codes, of agents for service) ---------------- It is respectfully requested that the Commission also send copies of all notices, orders and communications to: Edward F. Tancer, Esq. Richard L. Harden, Esq. Vice President & General Counsel Hunton & Williams LLP Florida Power & Light Company 200 Park Avenue 700 Universe Boulevard New York, New York 10166 Juno Beach, Florida 33408 (212) 309-1000 (561) 694-4000 ---------------- ================================================================================ PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. **1(a) - Form of Underwriting Agreement with respect to Bonds. **1(b) - Form of Distribution Agreement with respect to Bonds. **1(c) - Form of Underwriting Agreement with respect to Preferred Trust Securities and related securities. **1(d) - Form of Underwriting Agreement with respect to preferred stock. **4(a) - Restated Articles of Incorporation of Florida Power & Light Company ("FPL") dated March 23, 1992 (filed as Exhibit 3(i)a to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(b) - Amendment to FPL's Restated Articles of Incorporation dated March 23, 1992 (filed as Exhibit 3(i)b to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(c) - Amendment to FPL's Restated Articles of Incorporation dated May 11, 1992 (filed as Exhibit 3(i)c to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(d) - Amendment to FPL's Restated Articles of Incorporation dated March 12, 1993 (filed as Exhibit 3(i)d to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(e) - Amendment to FPL's Restated Articles of Incorporation dated June 16, 1993 (filed as Exhibit 3(i)e to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(f) - Amendment to FPL's Restated Articles of Incorporation dated August 31, 1993 (filed as Exhibit 3(i)f to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(g) - Amendment to FPL's Restated Articles of Incorporation dated November 30, 1993 (filed as Exhibit 3(i)g to Form 10-K for the year ended December 31, 1993, File No. 1-3545). **4(h) - Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004 (filed as Exhibit 3(i)j to Form 10-K for the year ended December 31, 2003, File No. 2-27612). **4(i) - Amendment to FPL's Restated Articles of Incorporation dated January 20, 2004 (filed as Exhibit 3(i)k to Form 10-K for the year ended December 31, 2003, File No. 2-27612). **4(j) - Bylaws of FPL dated May 11, 1992 (filed as Exhibit 3 to Form 8-K dated May 1, 1992, File No. 1-3545). **4(k) - Mortgage and Deed of Trust dated as of January 1, 1944, and One hundred and five Supplements thereto, between FPL and Deutsche Bank Trust Company Americas, Trustee (the "Mortgage") (filed as Exhibit B-3, File No. 2-4845; Exhibit 7(a), File No. 2-7126; Exhibit 7(a), File No. 2-7523; Exhibit 7(a), File No. 2-7990; Exhibit 7(a), File No. 2-9217; Exhibit 4(a)-5, File No. 2-10093; Exhibit 4(c), File No. 2-11491; Exhibit 4(b)-1, File No. 2-12900; Exhibit 4(b)-1, File No. 2-13255; Exhibit 4(b)-1, File No. 2-13705; Exhibit 4(b)-1, File No. 2-13925; Exhibit 4(b)-1, File No. 2-15088; Exhibit 4(b)-1, File No. 2-15677; Exhibit 4(b)-1, File No. 2-20501; Exhibit 4(b)-1, File No. 2-22104; Exhibit 2(c), File No. 2-23142; Exhibit 2(c), File No. 2-24195; Exhibit 4(b)-1, File No. 2-25677; Exhibit 2(c), File No. 2-27612; Exhibit 2(c), File No. 2-29001; Exhibit 2(c), File No. 2-30542; Exhibit 2(c), File No. 2-33038; Exhibit 2(c), File No. 2-37679; Exhibit 2(c), File No. 2-39006; Exhibit 2(c), File No. 2-41312; Exhibit 2(c), File No. 2-44234; Exhibit 2(c), File No. 2-46502; Exhibit 2(c), File No. 2-48679; Exhibit 2(c), File No. 2-49726; Exhibit 2(c), File No. 2-50712; Exhibit 2(c), File No. 2-52826; Exhibit 2(c), File No. 2-53272; Exhibit 2(c), File No. 2-54242; Exhibit 2(c), File No. 2-56228; Exhibits 2(c) and 2(d), II-1 File No. 2-60413; Exhibits 2(c) and 2(d), File No. 2-65701; Exhibit 2(c), File No. 2-66524; Exhibit 2(c), File No. 2-67239; Exhibit 4(c), File No. 2-69716; Exhibit 4(c), File No. 2-70767; Exhibit 4(b), File No. 2-71542; Exhibit 4(b), File No. 2-73799; Exhibits 4(c), 4(d) and 4(e), File No. 2-75762; Exhibit 4(c), File No. 2-77629; Exhibit 4(c), File No. 2-79557; Exhibit 99(a) to Post-Effective Amendment No. 5 to Form S-8, File No. 33-18669; Exhibit 99(a) to Post-Effective Amendment No. 1 to Form S-3, File No. 33-46076; Exhibit 4(b) to Form 10-K for the year ended December 31, 1993, File No. 1-3545; Exhibit 4(i) to Form 10-Q for the quarter ended June 30, 1994, File No. 1-3545; Exhibit 4(b) to Form 10-Q for the quarter ended June 30, 1995, File No. 1-3545; Exhibit 4(a) to Form 10-Q for the quarter ended March 31, 1996, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended June 30, 1998, File No. 1-3545; Exhibit 4 to Form 10-Q for the quarter ended March 31, 1999, File No. 1-3545; Exhibit 4(f) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(g) to Form 10-K for the year ended December 31, 2000, File No. 1-3545; Exhibit 4(o), File No. 333-102169; Exhibit 4(k) to Post-Effective Amendment No. 1 to Form S-3, File No. 333-102172; Exhibit 4(l) to Post-Effective Amendment No. 2 to Form S-3, File No. 333-102172; and Exhibit 4(m) to Post-Effective Amendment No. 3 to Form S-3, File No. 333-102172). **4(l) - Form of Supplemental Indenture relating to the Bonds. **4(m) - Trust Agreement and Certificate of Trust of Florida Power & Light Company Trust I. **4(n) - Trust Agreement and Certificate of Trust of Florida Power & Light Company Trust II. **4(o) - Form of Amended and Restated Trust Agreement. **4(p) - Form of Subordinated Indenture relating to the Junior Subordinated Debentures. **4(q) - Form of Officer's Certificate relating to the Junior Subordinated Debentures, including form of Junior Subordinated Debentures. **4(r) - Form of Preferred Trust Securities Guarantee Agreement relating to the Preferred Trust Securities. **4(s) - Form of Agreement as to Expenses and Liabilities relating to the Trust is contained in Exhibit D of Exhibit 4(o) hereto. **4(t) - Form of Preferred Trust Securities is contained in Exhibit C of Exhibit 4(o) hereto. **4(u) - Form of Articles of Amendment to establish a series of preferred stock. **4(v) - Amendment to FPL's Restated Articles of Incorporation dated February 11, 2005 (filed as Exhibit 3(i)m to Form 10-K for the year ended December 31, 2004, File No. 2-27612). **4(w) - One Hundred Sixth Supplemental Indenture dated as of September 1, 2004 between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit 4(a) to Form 10-Q for the quarter ended September 30, 2004, File No. 2-27612). **4(x) - One Hundred Seventh Supplemental Indenture dated as of June 1, 2005, between FPL and Deutsche Bank Trust Company Americas, Trustee (filed as Exhibit 4(f) to Amendment No. 1 to Form S-3, File No. 333-125275). **5(a) - Opinion and Consent, dated June 8, 2004, of Steel Hector & Davis LLP, counsel to FPL, Florida Power & Light Company Trust I and Florida Power & Light Company Trust II. *5(a).1 - Opinion and Consent, dated June 7, 2005, of Steel Hector & Davis LLP, counsel to FPL. II-2 **5(b) - Opinion and Consent, dated June 8, 2004, of Thelen Reid & Priest LLP, co-counsel to FPL, Florida Power & Light Company Trust I and Florida Power & Light Company Trust II. *5(b).1 - Opinion and Consent, dated June 7, 2005, of Thelen Reid & Priest LLP, co-counsel to FPL. **5(c) - Opinion and Consent, dated June 8, 2004, of Morris, James, Hitchens & Williams LLP, special Delaware counsel to FPL and Florida Power & Light Company Trust I. **5(d) - Opinion and Consent, dated June 8, 2004, of Morris, James, Hitchens & Williams LLP, special Delaware counsel to FPL and Florida Power & Light Company Trust II. **12 - Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges plus Preferred Dividends (filed as Exhibit 12(b) to Form 10-K for the year ended December 31, 2003, File No. 1-3545 and Exhibit 12(b) to Form 10-Q for the quarter ended March 31, 2004, File No. 1-3545). **23(a) - Independent Auditors' Consent of Deloitte & Touche LLP. **23(b) - Consent of Steel Hector & Davis LLP (included in Exhibit 5(a)). *23(b).1 - Consent of Steel Hector & Davis LLP (included in opinion, attached hereto as Exhibit 5(a).1). **23(c) - Consent of Thelen Reid & Priest LLP (included in Exhibit 5(b)). *23(c).1 - Consent of Thelen Reid & Priest LLP (included in opinion, attached hereto as Exhibit 5(b).1). **23(d) - Consent of Morris, James, Hitchens & Williams LLP (included in opinion, attached hereto as Exhibit 5(c)). **23(e) - Consent of Morris, James, Hitchens & Williams LLP (included in opinion, attached hereto as Exhibit 5(d)). **24 - Power of Attorney. **25(a) - Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas with respect to the Mortgage. **25(b) - Statement of Eligibility on Form T-1 of The Bank of New York, as Subordinated Indenture Trustee with respect to the Junior Subordinated Debentures. **25(c) - Statement of Eligibility on Form T-1 of The Bank of New York, as Property Trustee, with respect to the Amended and Restated Trust Agreement of Florida Power & Light Company Trust I. **25(d) - Statement of Eligibility on Form T-1 of The Bank of New York, as Property Trustee, with respect to the Amended and Restated Trust Agreement of Florida Power & Light Company Trust II. **25(e) - Statement of Eligibility on Form T-1 of The Bank of New York, as Preferred Trust Securities Guarantee Trustee, with respect to the Preferred Trust Securities Guarantee Agreement of Florida Power & Light Company Trust I. **25(f) - Statement of Eligibility on Form T-1 of The Bank of New York, as Preferred Trust Securities Guarantee Trustee, with respect to the Preferred Trust Securities Guarantee Agreement of Florida Power & Light Company Trust II. *Filed herewith. **Previously filed. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Florida Power & Light Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, State of Florida on the 29th day of June, 2005. FLORIDA POWER & LIGHT COMPANY By: /s/ Armando J. Olivera* --------------------------------- Armando J. Olivera President and Director Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Lewis Hay, III* Chairman of the Board, Chief June 29, 2005 - ------------------------------------ Executive Officer and Director Lewis Hay, III (Principal Executive Officer) /s/ Moray P. Dewhurst* Senior Vice President, Finance June 29, 2005 - ------------------------------------ and Chief Financial Officer and Moray P. Dewhurst Director (Principal Financial Officer) /s/ K. Michael Davis* Vice President, Accounting, June 29, 2005 - ------------------------------------ Controller and Chief Accounting K. Michael Davis Officer (Principal Accounting Officer) - ------------------------------------ Director Edward F. Tancer /s/ Armando J. Olivera* Director June 29, 2005 - ------------------------------------ Armando J. Olivera /s/ Antonio Rodriguez* Director June 29, 2005 - ------------------------------------ Antonio Rodriguez /s/ John A. Stall* Director June 29, 2005 - ------------------------------------ John A. Stall
*By: /s/ Robert J. Reger, Jr. ----------------------------- Robert J. Reger, Jr., Attorney-in-Fact II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Florida Power & Light Company Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, State of Florida on the 29th day of June, 2005. FLORIDA POWER & LIGHT COMPANY TRUST I By: /s/ Paul I. Cutler ---------------------------------- Name: Paul I. Cutler Title: Administrative Trustee II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Florida Power & Light Company Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Juno Beach, State of Florida on the 29th day of June, 2005. FLORIDA POWER & LIGHT COMPANY TRUST II By: /s/ Paul I. Cutler ---------------------------------- Name: Paul I. Cutler Title: Administrative Trustee II-6 EXHIBIT INDEX 5(a).1 - Opinion and Consent, dated June 7, 2005, of Steel Hector & Davis LLP, counsel to FPL. 5(b).1 - Opinion and Consent, dated June 7, 2005, of Thelen Reid & Priest LLP, co-counsel to FPL. 23(b).1 - Consent of Steel Hector & Davis LLP (included in opinion, attached hereto as Exhibit 5(a).1). 23(c).1 - Consent of Thelen Reid & Priest LLP (included in opinion, attached hereto as Exhibit 5(b).1). EX-5 2 exhibit_5a1.txt OPINION AND CONSENT OF STEEL HECTOR & DAVIS LLP EXHIBIT 5(a).1 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 June 7, 2005 Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408 Ladies and Gentlemen: As counsel for Florida Power & Light Company, a Florida corporation (the "Company"), we have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-116300, 333-116300-01 and 333-116300-02 (the "Registration Statement"), which became effective on August 19, 2004, which registration statement was filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"); (2) the prospectus dated August 19, 2004 forming a part of the Registration Statement, as supplemented by a prospectus supplement dated June 2, 2005 relating to $300,000,000 principal amount of First Mortgage Bonds, 4.95% Series due June 1, 2035 (the "Bonds"), issued under the Mortgage and Deed of Trust dated as of January 1, 1944, as the same is supplemented by one hundred and seven indentures supplemental thereto, the latest of which is dated as of June 1, 2005 (such Mortgage as so supplemented being hereinafter called the "Mortgage") from the Company to Deutsche Bank Trust Company Americas, as Trustee ("Mortgage Trustee"), both such prospectus and prospectus supplement filed pursuant to Rule 424(b) under the Securities Act; (3) the Mortgage; (4) the corporate proceedings of the Company with respect to the Registration Statement and with respect to the authorization, issuance and sale of the Bonds; and (5) such other corporate records, certificates and other documents (including a receipt executed on behalf of the Company acknowledging receipt of the purchase price for the Bonds) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Bonds are legally issued, valid, and binding obligations of the Company, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting mortgagees' and other creditors' rights and remedies generally and general principles of equity. In rendering the foregoing opinion, we have assumed that the certificates representing the Bonds conform to specimens examined by us and that the Bonds have been duly authenticated by the Mortgage Trustee under the Mortgage, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 1 to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Florida Power & Light Company June 7, 2005 Page 2 persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We are members of the Florida Bar and this opinion is limited to the laws of the State of Florida and the federal laws of the United States insofar as they bear on the matters covered hereby. As to all matters of New York law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Thelen Reid & Priest LLP, New York, New York. As to all matters of Florida law, Thelen Reid & Priest LLP is authorized to rely upon this opinion as if it were addressed to it. Very truly yours, /s/ Steel Hector & Davis LLP STEEL HECTOR & DAVIS LLP EX-5 3 exhibit_5b1.txt OPINION AND CONSENT OF THELEN REID & PRIEST LLP EXHIBIT 5(b).1 THELEN REID & PRIEST LLP Attorneys at Law ------------------------ 875 Third Avenue New York, NY 10022-6225 Tel. 212.603.2000 Fax 212.603.2001 www.thelenreid.com June 7, 2005 Florida Power & Light Company 700 Universe Boulevard Juno Beach, Florida 33408 Ladies and Gentlemen: As counsel for Florida Power & Light Company, a Florida corporation (the "Company"), we have participated in the preparation of or reviewed (1) Registration Statement Nos. 333-116300, 333-116300-01 and 333-116300-02 (the "Registration Statement"), which became effective on August 19, 2004, which registration statement was filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"); (2) the prospectus dated August 19, 2004 forming a part of the Registration Statement, as supplemented by a prospectus supplement dated June 2, 2005 relating to $300,000,000 principal amount of First Mortgage Bonds, 4.95% Series due June 1, 2035 (the "Bonds"), issued under the Mortgage and Deed of Trust dated as of January 1, 1944, as the same is supplemented by one hundred and seven indentures supplemental thereto, the latest of which is dated as of June 1, 2005 (such Mortgage as so supplemented being hereinafter called the "Mortgage") from the Company to Deutsche Bank Trust Company Americas, as Trustee ("Mortgage Trustee"), both such prospectus and prospectus supplement filed pursuant to Rule 424(b) under the Securities Act; (3) the Mortgage; (4) the corporate proceedings of the Company with respect to the Registration Statement and with respect to the authorization, issuance and sale of the Bonds; and (5) such other corporate records, certificates and other documents (including a receipt executed on behalf of the Company acknowledging receipt of the purchase price for the Bonds) and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Bonds are legally issued, valid, and binding obligations of the Company, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting mortgagees' and other creditors' rights and remedies generally and general principles of equity. In rendering the foregoing opinion, we have assumed that the certificates representing the Bonds conform to specimens examined by us and that the Bonds have been duly authenticated by the Mortgage Trustee under the Mortgage, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 1 to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Florida Power & Light Company June 7, 2005 Page 2 persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We are members of the New York Bar and this opinion is limited to the laws of the State of New York and the federal laws of the United States insofar as they bear on the matters covered hereby. As to all matters of Florida law, we have relied, with your consent, upon the opinion of even date herewith rendered to you by Steel Hector & Davis LLP, Miami, Florida. As to all matters of New York law, Steel Hector & Davis LLP is authorized to rely upon this opinion as if it were addressed to it. Very truly yours, /s/ Thelen Reid & Priest LLP THELEN REID & PRIEST LLP -----END PRIVACY-ENHANCED MESSAGE-----