-----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, PHz0G4KYJIpDuwoq+/KeqbqRHfq/ihkhHHLymjl4drOu0FQuOHPcpqGzI2e7g2Vj 2e8ZIziyER4Zkggg5eC69w== 0000898080-04-000174.txt : 20040325 0000898080-04-000174.hdr.sgml : 20040325 20040325144326 ACCESSION NUMBER: 0000898080-04-000174 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030325 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDAHO POWER CO CENTRAL INDEX KEY: 0000049648 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 820130980 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03198 FILM NUMBER: 04689437 BUSINESS ADDRESS: STREET 1: 1221 W IDAHO ST STREET 2: PO BOX 70 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083882200 MAIL ADDRESS: STREET 1: PO BOX 70 STREET 2: 1221 W IDAHO STREET CITY: BOISE STATE: ID ZIP: 83702-5627 8-K 1 form8k.txt CURRENT REPORT ON FORM 8-K 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): March 25, 2004 IDAHO POWER COMPANY (Exact name of registrant as specified in its charter) Idaho 1-3198 82-0130980 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation File Number) Identification No.) 1221 West Idaho Street Boise, Idaho 83702-5627 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (208) 388-2200 -------------------- Former name or address, if changed since last report. Idaho Power Company Form 8-K Item 7. Financial Statements and Exhibits. ------------------------ (c) Exhibits 5.1- Opinion and consent of Robert W. Stahman, Esq., dated March 25, 2004, filed in connection with Registration Statement on Form S-3 (File No. 333-103812) 5.2- Opinion and consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., dated March 25, 2004, filed in connection with Registration Statement on Form S-3 (File No. 333-103812) 2 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. IDAHO POWER COMPANY By: /s/ Darrel T. Anderson ------------------------ Darrel T. Anderson Vice President, Chief Financial Officer and Treasurer Dated: March 25, 2004 3 Exhibit Index Exhibit Number Exhibit 5.1- Opinion and consent of Robert W. Stahman, Esq., dated March 25, 2004, filed in connection with Registration Statement on Form S-3 (File No. 333-103812) 5.2- Opinion and consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., dated March 25, 2004, filed in connection with Registration Statement on Form S-3 (File No. 333- 103812) 4 EX-5.1 3 ex51.txt OPINION OF COUNSEL Exhibit 5.1 Robert W. Stahman Vice President, General Counsel and Secretary Idaho Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 March 25, 2004 Idaho Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: I am General Counsel to Idaho Power Company, an Idaho corporation (the "Company"), and have acted as such in connection with the preparation and filing of a Registration Statement on Form S-3, File No. 333-103812 (the "Registration Statement") on March 14, 2003 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to $300,000,000 in aggregate principal amount of its (i) serial preferred stock, without par value (the "Preferred Stock"); (ii) unsecured debt securities (the "Debentures"); and (iii) first mortgage bonds (the "Bonds") (with the Debentures referred to as the "Debt Securities" and the Debt Securities collectively with the Preferred Stock referred to as the "Offered Securities"). The Registration Statement was declared effective on March 24, 2003; the prospectus included therein, dated March 24, 2003, has been supplemented by a prospectus supplement, dated April 15, 2003 (the "Prospectus Supplement"), relating to $250,000,000 First Mortgage Bonds, Secured Medium-Term Notes, Series E (the "Medium-Term Notes") and pricing supplements nos. 1 through 12, each dated May 8, 2003, relating to $140,000,000 aggregate principal amount of Medium-Term Notes, $70,000,000 4.25% Series due 2013 and $70,000,000 5.50% Series due 2033, and pricing supplements nos. 13 and 14, each dated March 23, 2004, relating to $50,000,000 aggregate principal amount of Medium-Term Notes, 5.50% Series due 2034 (the "2034 Notes") (pricing supplements nos. 1 through 14 being collectively referred to as the "Pricing Supplements" and the prospectus as supplemented by the Prospectus Supplement and the Pricing Supplements being referred to as the "Prospectus"). The 2034 Notes will be issued pursuant to the Indenture of Mortgage and Deed of Trust dated as of October 1, 1937 (the "Mortgage") between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented by all indentures supplemental thereto, including the Thirty-seventh Supplemental Indenture, dated as of April 1, 2003, relating to the Medium-Term Notes. For purposes of this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement and the Prospectus; (ii) the Restated Articles of Incorporation, as amended, and Amended Bylaws of the Company; (iii) the Mortgage; (iv) the Selling Agency Agreement, dated April 15, 2003 (the "Agency Idaho Power Company March 25, 2004 Page 2 Agreement") between the Company and Banc of America Securities LLC, Banc One Capital Markets, Inc., McDonald Investments Inc., U.S. Bancorp Piper Jaffray Inc., Wachovia Securities, Inc. and Wells Fargo Brokerage Services, LLC, as agents, relating to the Medium-Term Notes; (v) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Medium-Term Notes in general and the 2034 Notes in particular and (vi) such other instruments, certificates, records and documents, and such matters of law, as I have considered necessary or appropriate for the purposes hereof. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as copies and the authenticity of the originals of such latter documents. As to any facts material to my opinion, I have, when relevant facts were not independently established, relied upon the aforesaid Registration Statement, Prospectus, Restated Articles of Incorporation, Amended Bylaws, Mortgage, Agency Agreement, resolutions, instruments, certificates, records and documents. Based upon and subject to the foregoing, and subject to the further qualifications and limitations expressed below, I am of the opinion that: (1) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Idaho. (2) The issuance of the 2034 Notes has been duly authorized by the Company, and when the 2034 Notes shall have been executed, authenticated, issued and delivered in accordance with the terms and provisions of the Mortgage and paid for as contemplated in the Agency Agreement and Pricing Supplements Nos. 13 and 14, the 2034 Notes will be legally issued, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and will be entitled to the benefits of the security provided by the Mortgage, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of mortgagees' and other creditors' rights generally and to general principles of equity, regardless of whether such principles are considered in a proceeding in equity or at law. My opinions expressed above are limited to the laws of the State of Idaho and the federal laws of the United States. I hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K dated March 25, 2004. Very truly yours, /s/ Robert W. Stahman Robert W. Stahman EX-5.2 4 ex52.txt OPINION OF COUNSEL Exhibit 5.2 LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. 125 WEST 55TH STREET NEW YORK, NY 10019-5389 March 25, 2004 Idaho Power Company 1221 West Idaho Street Boise, Idaho 83702-5627 Ladies and Gentlemen: We have acted as counsel to Idaho Power Company, an Idaho corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-3, File No. 333-103812 (the "Registration Statement") on March 14, 2003 with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to $300,000,000 in aggregate principal amount of its (i) serial preferred stock, without par value (the "Preferred Stock"); (ii) unsecured debt securities (the "Debentures"); and (iii) first mortgage bonds (the "Bonds") (with the Debentures referred to as the "Debt Securities" and the Debt Securities collectively with the Preferred Stock referred to as the "Offered Securities"). The Registration Statement was declared effective on March 24, 2003; the prospectus included therein, dated March 24, 2003, has been supplemented by a prospectus supplement, dated April 15, 2003 (the "Prospectus Supplement"), relating to $250,000,000 First Mortgage Bonds, Secured Medium-Term Notes, Series E (the "Medium-Term Notes") and pricing supplements nos. 1 through 12, each dated May 8, 2003, relating to $140,000,000 aggregate principal amount of Medium-Term Notes, $70,000,000 4.25% Series due 2013 and $70,000,000 5.50% Series due 2033, and pricing supplements nos. 13 and 14, each dated March 23, 2004, relating to $50,000,000 aggregate principal amount of Medium-Term Notes, 5.50% Series due 2034 (the "2034 Notes") (pricing supplements nos. 1 through 14 being collectively referred to as the "Pricing Supplements" and the prospectus as supplemented by the Prospectus Supplement and the Pricing Supplements being referred to as the "Prospectus"). The 2034 Notes will be issued pursuant to the Indenture of Mortgage and Deed of Trust dated as of October 1, 1937 (the "Mortgage") between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R.G. Page (Stanley Burg, successor individual trustee), as trustees, as supplemented by all indentures supplemental thereto, including the Thirty-seventh Supplemental Indenture, dated as of April 1, 2003, relating to the Medium-Term Notes. For purposes of this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and the Prospectus; (ii) the Restated Articles of Incorporation, as amended, and Amended Bylaws of the Company; (iii) the Mortgage; (iv) the Selling Agency Agreement, dated April 15, 2003 (the "Agency Idaho Power Company March 25, 2004 Page 2 Agreement") between the Company and Banc of America Securities LLC, Banc One Capital Markets, Inc., McDonald Investments Inc., U.S. Bancorp Piper Jaffray Inc., Wachovia Securities, Inc. and Wells Fargo Brokerage Services, LLC, as agents, relating to the Medium-Term Notes; (v) resolutions adopted by the Board of Directors of the Company relating to the Registration Statement, the Medium-Term Notes in general and the 2034 Notes in particular and (vi) such other instruments, certificates, records and documents, and such matters of law, as we have considered necessary or appropriate for the purposes hereof. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid Registration Statement, Prospectus, Restated Articles of Incorporation, Amended Bylaws, Mortgage, Agency Agreement, resolutions, instruments, certificates, records and documents. We have also assumed the regularity of all corporate procedures. Based upon and subject to the foregoing, and subject to the further qualifications and limitations expressed below, we are of the opinion that the issuance of the 2034 Notes has been duly authorized by the Company, and when the 2034 Notes shall have been executed, authenticated, issued and delivered in accordance with the terms and provisions of the Mortgage and paid for as contemplated in the Agency Agreement and Pricing Supplements Nos. 13 and 14, the 2034 Notes will be legally issued, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and will be entitled to the benefits of the security provided by the Mortgage, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting mortgagees' and other creditors' rights generally and to general principles of equity, regardless of whether such principles are considered in a proceeding in equity or at law. With respect to this opinion, we do not hold ourselves out as experts on the laws of any state other than the State of New York. Our opinions expressed above are limited to the laws of the State of New York and the federal laws of the United States. Insofar as this opinion involves matters of the law of the State of Idaho, we have relied upon an opinion of even date herewith addressed to you by Robert W. Stahman, Vice President, General Counsel and Secretary of the Company. We hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K dated March 25, 2004. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----