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ARIZONA
ARIZONA |
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86-0512431
86-0011170 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐ |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | |
Non-accelerated filer ☒
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Smaller reporting company ☐
Emerging growth company ☐ |
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Title of Each Class of
Securities to be Registered |
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Amount to be Registered/ Proposed Maximum Offering Price Per
Unit/ Proposed Maximum Aggregate Offering Price/ Amount of Registration Fee(1) |
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Pinnacle West Capital Corporation: | | | | | |
Unsecured Debt Securities
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Preferred Stock
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Common Stock
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Depositary Shares representing fractional
interests in shares of Preferred Stock(2) |
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Stock Purchase Contracts
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Stock Purchase Units(3)
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Arizona Public Service Company: | | | | | |
Unsecured Debt Securities
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Pinnacle West Capital Corporation
Office of the Secretary Station 8602 P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-4400 |
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Arizona Public Service Company
Office of the Secretary Station 8602 P.O. Box 53999 Phoenix, Arizona 85072-3999 (602) 250-4400 |
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| Or online at www.pinnaclewest.com. | | | | |
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Securities and Exchange Commission registration fee
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| | | $ | * | | |
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Printing, engraving, and postage expenses
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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Rating Agency fees
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Transfer Agent and Registrar, Trustee and Depository fees and expenses
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Blue Sky fees and expenses
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total
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| | | $ | ** | | |
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Exhibit
No. |
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Description
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| *1.1 | | | Form of Pinnacle West Underwriting Agreement with respect to Unsecured Debt Securities | |
| *1.2 | | | Form of Pinnacle West Underwriting Agreement with respect to Preferred Stock | |
| *1.3 | | | Form of Pinnacle West Underwriting Agreement with respect to Common Stock | |
| *1.4 | | | Form of Pinnacle West Underwriting Agreement with respect to Depositary Shares | |
| *1.5 | | | Form of Pinnacle West Underwriting Agreement with respect to Stock Purchase Contracts | |
| *1.6 | | | Form of Pinnacle West Underwriting Agreement with respect to Stock Purchase Units | |
| *1.7 | | | Form of APS Underwriting Agreement with respect to Unsecured Debt Securities | |
| *4.1 | | | Form of Pinnacle West Senior Unsecured Debt Securities | |
| *4.2 | | | Form of Pinnacle West Subordinated Unsecured Debt Securities | |
| *4.3 | | | Form(s) of Pinnacle West Supplemental Indenture relating to Unsecured Debt Securities | |
| *4.4 | | | Statement of Pinnacle West Preferred Stock Designations | |
| *4.5 | | | Form of Pinnacle West Preferred Stock Certificate | |
| *4.6 | | | Form of APS Senior Unsecured Debt Securities | |
| *4.7 | | | Form of Deposit Agreement | |
| *4.8 | | | Form of Purchase Contract Agreement | |
| *4.9 | | | Form of Stock Purchase Unit Agreement | |
| *4.10 | | | Form of APS Supplemental Indenture relating to Unsecured Debt Securities | |
| 5.1 | | | Opinion of Robert E. Smith, Pinnacle West Senior Vice President and General Counsel for Pinnacle West Securities | |
| 5.2 | | | | |
| 5.3 | | | Opinion of Robert E. Smith, APS Senior Vice President and General Counsel for APS Unsecured Debt Securities | |
| 5.4 | | | | |
| 23.1 | | | Consent of Robert E. Smith (included in Opinions filed as Exhibits 5.1 and 5.3) | |
| 23.2 | | | Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Opinions filed as Exhibits 5.2 and 5.4) | |
| 23.3 | | | | |
| 23.4 | | | | |
| 24.1 | | | | |
| 24.2 | | | | |
| 24.3 | | | | |
| 25.1 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, for the Indenture dated as of December 1, 2000 relating to the Pinnacle West Senior Unsecured Debt Securities | |
| 25.2 | | | Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, for the Indenture dated as of December 1, 2000 relating to the Pinnacle West Subordinated Unsecured Debt Securities | |
| 25.3 | | | |
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Exhibit
No. |
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Description
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Previously Filed
as Exhibit: |
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File No.a
|
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Date
Filed |
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| 4.11 | | | | | Exhibit 3.1 to Pinnacle West/APS Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 | | | 1-8962 | | | 8-07-08 | | |
| 4.12 | | | | | Exhibit 3.1 to Pinnacle West /APS Current Report on Form 8-K dated February 25, 2020 | | | 1-8962 | | | 2-25-20 | | |
| 4.13 | | | Indenture dated as of December 1, 2000, between Pinnacle West and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as Trustee, relating to Senior Unsecured Debt Securities | | | Exhibit 4.1 to Pinnacle West Registration Statement No. 333-52476 | | | 333-52476 | | | 12-21-00 | |
| 4.14 | | | | | Exhibit 4.1 to Pinnacle West Current Report on Form 8-K dated June 10, 2020 | | | 1-8962 | | | 6-16-20 | | |
| 4.15 | | | Indenture dated as of December 1, 2000, between Pinnacle West and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as Trustee, relating to Subordinated Unsecured Debt Securities | | | Exhibit 4.2 to Pinnacle West Registration Statement No. 333-52476 | | | 333-52476 | | | 12-21-00 | |
| 4.16 | | | Agreement dated March 29, 1988, relating to the filing of instruments defining the rights of holders of long-term debt not in excess of 10% of Pinnacle West’s total assets | | | Exhibit 4.1 to Pinnacle West 1987 Form 10-K Report | | | 1-8962 | | | 3-30-88 | |
| 4.17 | | | | | Exhibit 4.1 to Pinnacle West Current Report on Form 8-K dated June 20, 2017 | | | 1-8962 | | | 6-20-17 | |
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Exhibit
No. |
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Description
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Previously Filed
as Exhibit: |
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File No.a
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Date
Filed |
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| 4.18 | | | | | Exhibit 4.10 to APS Registration Statement Nos. 333-15379 and 333- 27551 by means of Form 8-K Report dated January 15, 1998 | | | 1-4473 | | | 1-16-98 | | |
| 4.19 | | | | | Exhibit 4.1 to APS Registration Statement No. 333-90824 by means of Form 8-K Report dated May 9, 2003 | | | 1-4473 | | | 5-09-03 | | |
| 4.20 | | | | | Exhibit 4.1 to APS Registration Statement Nos. 333-106772 and 333-121512 by means of Form 8-K Report dated August 19, 2005 | | | 1-4473 | | | 8-22-05 | | |
| 4.21 | | | | | Exhibit 4.1 to APS Registration Statement No. 333-134206-01 by means of Form 8-K Report dated August 2, 2006 | | | 1-4473 | | | 8-03-06 | | |
| 4.22 | | | | | Exhibit 4.6f to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.23 | | | | | Exhibit 4.6g to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.24 | | | | | Exhibit 4.6h to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.25 | | | | | Exhibit 4.6i to Pinnacle West/APS 2014 Form 10-K Report | | | 1-4473 | | | 2-20-15 | | |
| 4.26 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 14, 2015 | | | 1-4473 | | | 5-19-15 | | |
| 4.27 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated November 3, 2015 | | | 1-4473 | | | 11-6-15 | | |
| 4.28 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 3, 2016 | | | 1-4473 | | | 5-6-16 | |
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Exhibit
No. |
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Description
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Previously Filed
as Exhibit: |
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File No.a
|
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Date
Filed |
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| 4.29 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 15, 2016 | | | 1-4473 | | | 9-20-16 | | |
| 4.30 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 6, 2017 | | | 1-4473 | | | 9-11-17 | | |
| 4.31 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated August 7, 2018 | | | 1-4473 | | | 8-9-18 | | |
| 4.32 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated February 26, 2019 | | | 1-4473 | | | 2-28-19 | | |
| 4.33 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated August 12, 2019 | | | 1-4473 | | | 8-16-19 | | |
| 4.34 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated November 18, 2019 | | | 1-4473 | | | 11-20-19 | | |
| 4.35 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated May 19, 2020 | | | 1-4473 | | | 5-22-20 | | |
| 4.36 | | | | | Exhibit 4.1 to Pinnacle West/APS Current Report on Form 8-K dated September 8, 2020 | | | 1-4473 | | | 9-11-20 | | |
| 4.37 | | | | | Exhibit 4.1 to APS 1993 Form 10-K Report | | | 1-4473 | | | 3-30-94 | |
| | | | PINNACLE WEST CAPITAL CORPORATION | | |||
| | | | By: | | |
/s/ Jeffrey B. Guldner
Jeffrey B. Guldner
Chairman of the Board of Directors, President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ Jeffrey B. Guldner
(Jeffrey B. Guldner,
Chairman of the Board of Directors, President and Chief Executive Officer) |
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Principal Executive Officer and
Director |
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March 4, 2021
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/s/ Theodore N. Geisler
(Theodore N. Geisler,
Senior Vice President and Chief Financial Officer) |
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Principal Financial Officer
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March 4, 2021
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/s/ Elizabeth A. Blankenship
(Elizabeth A. Blankenship, Vice President,
Controller and Chief Accounting Officer) |
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Principal Accounting Officer
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March 4, 2021
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/s/ Glynis A. Bryan
(Glynis A. Bryan)
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Director
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March 4, 2021
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/s/ Denis A. Cortese, M.D.
(Denis A. Cortese, M.D.)
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Director
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March 4, 2021
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/s/ Richard P. Fox
(Richard P. Fox)
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Director
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March 4, 2021
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/s/ Dale E. Klein, Ph.D.
(Dale E. Klein, Ph.D.)
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Director
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March 4, 2021
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/s/ Humberto S. Lopez
(Humberto S. Lopez)
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Director
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March 4, 2021
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Signature
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Title
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Date
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/s/ Kathryn L. Munro
(Kathryn L. Munro)
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Director
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March 4, 2021
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/s/ Bruce J. Nordstrom
(Bruce J. Nordstrom)
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Director
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March 4, 2021
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/s/ Paula J. Sims
(Paula J. Sims)
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Director
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March 4, 2021
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/s/ James E. Trevathan, Jr.
(James E. Trevathan, Jr.)
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Director
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March 4, 2021
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/s/ David P. Wagener
(David P. Wagener)
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Director
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March 4, 2021
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| | | | ARIZONA PUBLIC SERVICE COMPANY | | |||
| | | | By: | | |
/s/ Jeffrey B. Guldner
Jeffrey B. Guldner
Chairman of the Board of Directors and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ Jeffrey B. Guldner
(Jeffrey B. Guldner,
Chairman of the Board of Directors, President and Chief Executive Officer) |
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Principal Executive Officer and Director
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March 4, 2021
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/s/ Theodore N. Geisler
(Theodore N. Geisler,
Senior Vice President and Chief Financial Officer) |
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Principal Financial Officer
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March 4, 2021
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/s/ Elizabeth A. Blankenship
(Elizabeth A. Blankenship, Vice President,
Controller and Chief Accounting Officer) |
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Principal Accounting Officer
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March 4, 2021
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/s/ Glynis A. Bryan
(Glynis A. Bryan)
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Director
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March 4, 2021
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/s/ Denis A. Cortese, M.D.
(Denis A. Cortese, M.D.)
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Director
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March 4, 2021
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/s/ Richard P. Fox
(Richard P. Fox)
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Director
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March 4, 2021
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/s/ Dale E. Klein, Ph.D.
(Dale E. Klein, Ph.D.)
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Director
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March 4, 2021
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/s/ Humberto S. Lopez
(Humberto S. Lopez)
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Director
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March 4, 2021
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Signature
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Title
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Date
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/s/ Kathryn L. Munro
(Kathryn L. Munro)
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Director
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March 4, 2021
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/s/ Bruce J. Nordstrom
(Bruce J. Nordstrom)
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Director
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March 4, 2021
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/s/ Paula J. Sims
(Paula J. Sims)
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Director
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March 4, 2021
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/s/ James E. Trevathan, Jr.
(James E. Trevathan, Jr.)
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Director
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March 4, 2021
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/s/ David P. Wagener
(David P. Wagener)
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Director
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March 4, 2021
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Exhibit 5.1
March 4, 2021
Pinnacle West Capital Corporation
400 North Fifth Street
Phoenix, Arizona 85004
Ladies and Gentlemen:
I have supervised lawyers who have acted as in-house counsel for Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), in connection with the Company’s preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an unspecified amount of: (a) debt securities (“Debt Securities”), which may consist of (i) senior debt securities to be issued under the indenture (the “Senior Indenture”) referred to as Exhibit 4.13 to the Registration Statement or (ii) subordinated debt securities to be issued under the indenture (the “Subordinated Indenture”) referred to as Exhibit 4.15 to the Registration Statement; (b) preferred stock (“Preferred Stock”); (c) common stock (“Common Stock”); (d) depositary shares representing fractional shares of preferred stock (“Depositary Shares”); (e) stock purchase contracts (“Stock Purchase Contracts”); and (f) stock purchase units (“Stock Purchase Units”), in each case to be issued and sold from time to time by the Company under the Registration Statement pursuant to Rule 415 promulgated under the Securities Act. The Senior Indenture and the Subordinated Indenture are sometimes hereinafter referred to individually as an “Indenture” and collectively as the “Indentures.” The Debt Securities, the Preferred Stock, the Common Stock, Depositary Shares, Stock Purchase Contracts and Stock Purchase Units may be referred to hereinafter, collectively, as the “Securities.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In rendering the opinions set forth herein, I, or lawyers under my supervision, have reviewed the Registration Statement and exhibits thereto, including the prospectus comprising a part thereof (the “Prospectus”). I, or lawyers under my supervision, have also reviewed the originals, or copies certified to my satisfaction, of such other documents and records and made such other investigation as I have deemed necessary or appropriate to render the opinions set forth below. I have also relied upon certificates of public officials and relevant public records.
I have assumed the legal competency and capacity of all natural persons, the genuineness of all signatures not witnessed, the authenticity of all documents submitted as originals, the conformity to originals of all documents submitted as copies and the authenticity of the originals of such copies. In reviewing the executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder.
Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications and limitations expressed herein, it is my opinion that:
1. With respect to the Debt Securities, after (a) the Company’s Board of Directors (the “Board”) has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and establish the terms of such Debt Securities, the terms of the offering of the Debt Securities and related matters and (b) any other applicable regulatory approvals have been obtained, then when (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states shall have been complied with, (ii) any supplemental indenture or other instrument under the applicable Indenture to be entered into, or otherwise executed or adopted, in connection with the issuance of the Debt Securities has been duly executed and delivered by the Company and the trustee named therein, (iii) the Debt Securities have been duly executed, authenticated and delivered in accordance with the terms of the applicable Indenture, and (iv) the Debt Securities have been issued and sold, and the purchase price therefor has been paid to the Company, in the manner contemplated by the Registration Statement and in any relevant amendment thereto or in any supplement to the Prospectus and in accordance with the applicable Indenture and in a manner so as not to violate any applicable law, including any such regulatory approvals, or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment or decree that may be applicable to, the Company, the Debt Securities will constitute the binding obligations of the Company, except as may be limited by and subject to the effect of bankruptcy, insolvency, fraudulent conveyance and transfer, receivership, conservatorship, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter may be brought.
2. With respect to the Preferred Stock, after (a) the Board has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and establish the terms of any particular series of Preferred Stock, the terms of the offering of the Preferred Stock and related matters in accordance with the Articles of Incorporation and Bylaws of the Company and Arizona law, including the execution and filing with the Arizona Corporation Commission of an amendment to the Company’s Articles of Incorporation in the form of a statement pursuant to Arizona Revised Statutes Section 10-602 and (b) any other applicable regulatory approvals have been obtained, then when (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the securities or “blue sky” laws of applicable states shall have been complied with and (ii) shares of such series of Preferred Stock have been issued and sold by the Company in the manner contemplated by the Registration Statement and in any relevant amendment thereto or in any supplement to the Prospectus and in accordance with such Board action, the Articles of Incorporation and Bylaws of the Company and in a manner so as not to violate any applicable law, including any such regulatory approvals, or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment or decree that may be applicable to, the Company, and the consideration therefor has been received by the Company, the shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable.
3. With respect to the Common Stock (including any Common Stock duly issued upon conversion, exchange or exercise of any other Securities), after (a) the Board has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and establish the terms of the offering of shares of the Common Stock and related matters in accordance with the Articles of Incorporation and Bylaws of the Company and Arizona law and (b) any other applicable regulatory approvals have been obtained, then when (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the securities or “blue sky” laws of applicable states shall have been complied with and (ii) such shares have been issued and sold by the Company in the manner contemplated by the Registration Statement and in any relevant amendment thereto or in any supplement to the Prospectus and in accordance with such Board action, the Articles of Incorporation and Bylaws of the Company and in a manner so as not to violate any applicable law, including any such regulatory approvals, or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment or decree that may be applicable to the Company, and the consideration therefor has been received by the Company, the shares of Common Stock will be validly issued, fully paid and nonassessable.
4. With respect to the Depositary Shares, after (a) the Board has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and sale of Depositary Shares and (b) any other applicable regulatory approvals have been obtained, then when (a) such Depositary Shares are issued and delivered in accordance with the applicable underwriting or other agreement upon payment of the consideration therefor provided for therein and (b) such Depositary Shares evidenced by depositary receipts are issued and delivered in accordance with the terms of the applicable deposit agreement against the deposit of duly authorized, validly issued, fully paid and non-assessable shares of such Preferred Stock, such Depositary Shares will be validly issued, fully paid and non-assessable.
5. With respect to the Stock Purchase Contracts and/or the Stock Purchase Units, after (a) the Board has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and sale of the Stock Purchase Contracts and/or the Stock Purchase Units and (b) any other applicable regulatory approvals have been obtained, then when (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act and the securities or “blue sky” laws of applicable states shall have been complied with, (ii) such Stock Purchase Contracts and/or the Stock Purchase Units have been issued and sold by the Company in the manner contemplated by the Registration Statement and in any relevant amendment thereto or in any supplement to the Prospectus and in accordance with such Board action, the Articles of Incorporation and Bylaws of the Company and in a manner so as not to violate any applicable law, including any such regulatory approvals, or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment or decree that may be applicable to the Company, and the consideration therefor has been received by the Company, (iii) if such Stock Purchase Units relate to the issuance and sale of Debt Securities, the actions described in paragraph 1 above have been taken; (iv) if such Stock Purchase Units relate to the issuance and sale of Preferred Stock the actions described in paragraph 2 above have been taken; (v) if such Stock Purchase Contracts and/or Stock Purchase Units relate to the issuance and sale of Common Stock, the actions described in paragraph 3 above have been taken; (vi) if such Stock Purchase Units relate to the issuance and sale of the Depositary Shares, the actions described in paragraph 4 above have been taken, the Stock Purchase Contracts and/or the Stock Purchase Units will constitute the binding obligations of the Company, except as may be limited by and subject to the effect of bankruptcy, insolvency, fraudulent conveyance and transfer, receivership, conservatorship, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter may be brought.
Except as expressly set forth below in this paragraph, the opinions expressed herein are limited solely to the laws of the state of Arizona and the federal laws of the United States of America (except that I express no opinion as to Arizona securities or blue sky laws) and I express no opinion on the laws of any other jurisdiction. I note that the Indentures will be governed by and construed in accordance with the law of the state of New York, without regard to conflicts of laws principles thereof. Insofar as these opinions relate to matters that are governed by the laws of the state of New York, I have relied solely upon the opinion of Pillsbury Winthrop Shaw Pittman LLP delivered to you concurrently herewith, which is being filed as an exhibit to the Registration Statement, and my opinion is subject to any additional qualifications and assumptions with respect thereto stated in such opinion of Pillsbury Winthrop Shaw Pittman LLP.
The Securities may be issued from time to time on a delayed or continuous basis, but the opinions herein are based upon the facts in existence and laws in effect on the date hereof and I assume no obligation to update, revise, or supplement this opinion, regardless of whether changes in such facts or laws come to my attention after the delivery hereof.
Consent is hereby given to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Opinions” in the Prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby concede that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Robert E. Smith | |
Robert E. Smith | |
Senior Vice President and General Counsel |
Exhibit 5.2
Pillsbury Winthrop Shaw Pittman LLP
31 West 52nd Street | New York, NY 10019-6131 | tel 212.858.1000 | fax 212.858.1500
March 4, 2021
Pinnacle West Capital Corporation
400 North Fifth Street, PO Box 53999
Phoenix, Arizona 85072-3999
Ladies and Gentlemen:
We will be acting as counsel to any underwriters, dealers, purchasers or agents in connection with the offer and sale, from time to time, by Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), of an indeterminate aggregate initial offering price of the following securities under a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”): (1) unsecured debt securities (the “Debt Securities”), which may consist of senior unsecured debt securities (the “Senior Debt Securities”) or subordinated unsecured debt securities (the “Subordinated Debt Securities”); (2) preferred stock; (3) common stock; (4) depositary shares representing fractional interests in shares of preferred stock; (5) stock purchase contracts; and (6) stock purchase units, in each case to be offered and sold from time to time by the Company under the Registration Statement pursuant to Rule 415 under the Securities Act.
The Senior Debt Securities will be issued under an Indenture dated as of December 1, 2000 between The Bank of New York Mellon Trust Company, N.A. (ultimate successor to The Bank of New York), as trustee, and the Company, as amended (the “Senior Indenture”), and the Subordinated Debt Securities will be issued under an Indenture dated as of December 1, 2000 between The Bank of New York Mellon Trust Company, N.A. (ultimate successor to The Bank of New York), as trustee, and the Company, as amended (the “Subordinated Indenture”), in each case as filed as exhibits to the Registration Statement.
In connection with the filing of the Registration Statement by the Company, we have reviewed the Registration Statement and corporate and other documents that we considered relevant for the purposes of the opinion expressed in this letter. The opinion set forth in this letter is limited to the law of the State of New York as in effect on the date hereof.
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On the basis of such review and assuming that (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states shall have been complied with, (ii) appropriate resolutions have been adopted by the Board of Directors of the Company (or a duly appointed committee or representative thereof) and remain effective authorizing the issuance and sale of the Debt Securities, (iii) the Debt Securities have been issued and sold upon the terms specified in such resolutions and (iv) any other applicable regulatory approvals have been obtained and the Debt Securities have been issued and sold upon the terms specified in such approvals, subject to the qualifications and limitations set forth herein, we are of the opinion that, when the Senior Indenture and the Subordinated Indenture, as the case may be, and any supplemental indenture or other instrument entered into or otherwise executed or adopted thereunder, in each case, have been duly executed and delivered so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment, injunction or decree that may be applicable to, the Company, and when any of such Debt Securities have been duly executed, authenticated, delivered and paid for in accordance with the terms of the Senior Indenture and the Subordinated Indenture, as the case may be, such Debt Securities will be legally issued and will constitute the valid and legally binding obligations of the Company.
Our opinion set forth above is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, arrangement, reorganization, moratorium and other laws affecting and relating to the rights of creditors generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) requirements of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to us under the heading “Legal Opinions” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit 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/ Pillsbury Winthrop Shaw Pittman LLP |
www.pillsburylaw.com
Exhibit 5.3
March 4, 2021
Arizona Public Service Company
400 North Fifth Street
Phoenix, Arizona 85004
Ladies and Gentlemen:
I have supervised lawyers who have acted as in-house counsel for Arizona Public Service Company, an Arizona corporation (the “Company”), in connection with the Company’s preparation and filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an unspecified amount of debt securities (“Debt Securities”), consisting of senior debt securities to be issued under the indenture (the “Indenture”) referred to as Exhibit 4.18 to the Registration Statement, to be issued and sold from time to time by the Company under the Registration Statement pursuant to Rule 415 promulgated under the Securities Act.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In rendering the opinions set forth herein, I, or lawyers under my supervision, have reviewed the Registration Statement and exhibits thereto, including the prospectus comprising a part thereof (the “Prospectus”). I, or lawyers under my supervision, have also reviewed the originals, or copies certified to my satisfaction, of such other documents and records and made such other investigation as I have deemed necessary or appropriate to render the opinions set forth below. I have also relied upon certificates of public officials and relevant public records.
I have assumed the legal competency and capacity of all natural persons, the genuineness of all signatures not witnessed, the authenticity of all documents submitted as originals, the conformity to originals of all documents submitted as copies and the authenticity of the originals of such copies. In reviewing the executed documents or documents to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder.
Based on the foregoing and in reliance thereon, and subject to the assumptions, qualifications and limitations expressed herein, it is my opinion that after (a) the Company’s Board of Directors has taken all necessary corporate action (whether directly or pursuant to a proper delegation of its authority) to approve the issuance and establish the terms of such Debt Securities, the terms of the offering of the Debt Securities and related matters and (b) any other applicable regulatory approvals, including, without limitation, approval of the Arizona Corporation Commission, have been obtained, then when (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states shall have been complied with, (ii) any supplemental indenture or other instrument under the Indenture to be entered into, or otherwise executed or adopted, in connection with the issuance of the Debt Securities has been duly executed and delivered by the Company and the trustee named therein, (iii) the Debt Securities have been duly executed, authenticated and delivered in accordance with the terms of the Indenture, and (iv) the Debt Securities have been issued and sold, and the purchase price therefor has been paid to the Company, in the manner contemplated by the Registration Statement and in any relevant amendment thereto or in any supplement to the Prospectus and in accordance with the Indenture and in a manner so as not to violate any applicable law, including any such regulatory approvals, or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment or decree that may be applicable to, the Company, the Debt Securities will constitute the binding obligations of the Company, except as the same may be limited by and subject to: (a) bankruptcy, insolvency, fraudulent conveyance and transfer, receivership, conservatorship, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally; (b) general principles of equity (whether considered in a proceeding in equity or at law); and (c) concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter may be brought.
Except as expressly set forth below in this paragraph, the opinions expressed herein are limited solely to the laws of the state of Arizona and the federal laws of the United States of America (except that I express no opinion as to Arizona securities or blue sky laws) and I express no opinion on the laws of any other jurisdiction. I note that the Indenture will be governed by and construed in accordance with the law of the state of New York, without regard to conflicts of laws principles thereof. Insofar as this opinion relates to matters that are governed by the laws of the state of New York, I have relied solely upon the opinion of Pillsbury Winthrop Shaw Pittman LLP delivered to you concurrently herewith, which is being filed as an exhibit to the Registration Statement, and my opinion is subject to any additional qualifications and assumptions with respect thereto stated in such opinion of Pillsbury Winthrop Shaw Pittman LLP.
The Debt Securities may be issued from time to time on a delayed or continuous basis, but the opinions herein are based upon the facts in existence and laws in effect on the date hereof and I assume no obligation to update, revise, or supplement this opinion, regardless of whether changes in such facts or laws come to my attention after the delivery hereof.
Consent is hereby given to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of my name under the heading “Legal Opinions” in the Prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby concede that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ Robert E. Smith | |
Robert E. Smith | |
Senior Vice President and General Counsel |
Exhibit 5.4
Pillsbury Winthrop Shaw Pittman LLP
31 West 52nd Street | New York, NY 10019-6131 | tel 212.858.1000 | fax 212.858.1500
March 4, 2021
Arizona Public Service Company
400 North Fifth Street, PO Box 53999
Phoenix, Arizona 85072-3999
Ladies and Gentlemen:
We will be acting as counsel to any underwriters, dealers, purchasers or agents in connection with the offer and sale, from time to time, by Arizona Public Service Company, an Arizona corporation (the “Company”), of an indeterminate aggregate initial offering price of unsecured debt securities (the “Debt Securities”) under a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), to be offered and sold from time to time by the Company under the Registration Statement pursuant to Rule 415 under the Securities Act.
The Debt Securities will be issued under an Indenture dated as of January 15, 1998 between The Bank of New York Mellon Trust Company, N.A. (ultimate successor to The Chase Manhattan Bank), as trustee, and the Company, as amended (the “Indenture”), as filed as an exhibit to the Registration Statement.
In connection with the filing of the Registration Statement by the Company, we have reviewed the Registration Statement and corporate and other documents that we considered relevant for the purposes of the opinion expressed in this letter. The opinion set forth in this letter is limited to the law of the State of New York as in effect on the date hereof.
On the basis of such review and assuming that (i) the applicable provisions of, and the rules and regulations promulgated under, the Securities Act, the Trust Indenture Act of 1939, as amended, and the securities or “blue sky” laws of applicable states shall have been complied with, (ii) appropriate resolutions have been adopted by the Board of Directors of the Company (or a duly appointed committee or representative thereof) and remain effective authorizing the issuance and sale of the Debt Securities, (iii) the Debt Securities have been issued and sold upon the terms specified in such resolutions and (iv) any other applicable regulatory approvals, including, without limitation, approval of the Arizona Corporation Commission, have been obtained and the Debt Securities have been issued and sold upon the terms specified in such approvals, subject to the qualifications and limitations set forth herein, we are of the opinion that, when the Indenture and any supplemental indenture or other instrument entered into or otherwise executed or adopted thereunder have been duly executed and delivered so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon, or any order, decision, judgment, injunction or decree that may be applicable to, the Company, and when any of such Debt Securities have been duly executed, authenticated, delivered and paid for in accordance with the terms of the Indenture, such Debt Securities will be legally issued and will constitute the valid and legally binding obligations of the Company.
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Our opinion set forth above is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, receivership, conservatorship, arrangement, reorganization, moratorium and other laws affecting and relating to the rights of creditors generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) requirements of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to us under the heading “Legal Opinions” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit 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/ Pillsbury Winthrop Shaw Pittman LLP |
www.pillsburylaw.com
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 24, 2021, relating to the consolidated financial statements of Pinnacle West Capital Corporation and subsidiaries, and the effectiveness of Pinnacle West Capital Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Pinnacle West Capital Corporation for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
March 4, 2021
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 24, 2021, relating to the consolidated financial statements Arizona Public Service Company and subsidiaries and the effectiveness of Arizona Public Service Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Arizona Public Service Company for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
March 4, 2021
Exhibit 24.2
CERTIFICATE
I, Shirley A. Baum, Associate Secretary of Pinnacle West Capital Corporation, an Arizona corporation (the “Company”), hereby certify that the following is a true and correct copy of an excerpt from the minutes of a meeting of the Board of Directors of the Company duly called and held on February 17, 2021, at which meeting a quorum was present and acting throughout, such resolutions were duly adopted and such resolutions have not been amended or rescinded, but remain in full force and effect on the date hereof:
RESOLVED, that each of the proper officers of the Company, acting on its behalf, is hereby authorized to prepare, execute and file with the Securities and Exchange Commission an appropriate registration statement or registration statements with respect to the public offering of an indeterminate amount of the Company's securities, including, to the extent deemed necessary or appropriate by any such proper officer, (a) common stock, purchase contracts for common stock (including but not limited to any forward sale agreement, delayed delivery contract or similar agreement) or stock purchase units, (b) preferred or convertible preferred stock and depositary shares representing fractional interests in such preferred stock, (c) unsecured senior or subordinated debt securities, in any combination and (d) any combination of the foregoing, which such registration statement may also include an indeterminate amount of Arizona Public Service Company debt securities, and including such amendments, including post-effective amendments, supplements, exhibits and other documents, under the Securities Act of 1933, as amended, as he or she may consider appropriate or advisable from time to time; and further
RESOLVED, that the signature of each of the proper officers or each of the directors of the Company to any such registration statement, amendment, supplement, exhibit, or other document may be effected pursuant to a power of attorney or other similar delegation of authority; and further…
IN WITNESS WHEREOF, I have executed this Certificate as of the 4th day of March, 2021.
/s/ Shirley A. Baum | |
Shirley A. Baum | |
Associate Secretary |
Exhibit 24.3
CERTIFICATE
I, Shirley A. Baum, Associate Secretary of Arizona Public Service Company, an Arizona corporation (the “Company”), hereby certify that the following is a true and correct copy of an excerpt from the minutes of a meeting of the Board of Directors of the Company duly called and held on February 17, 2021, at which meeting a quorum was present and acting throughout, and such resolutions have not been amended or rescinded, but remain in full force and effect on the date hereof:
RESOLVED, that each of the proper officers of the Company, acting on its behalf, is hereby authorized to prepare, execute and file with the Securities and Exchange Commission an appropriate registration statement or registration statements, which may be part of a registration statement or registration statements filed by Pinnacle West Capital Corporation with respect to the public offering of an indeterminate amount of the Company’s debt securities, and including such amendments, including post-effective amendments, supplements, exhibits and other documents, under the Securities Act of 1933, as amended, as he or she may consider appropriate or advisable from time to time; and further
RESOLVED, that the signature of each of the proper officers or each of the directors of the Company to any such registration statement, amendment, supplement, exhibit, or other document may be effected pursuant to a power of attorney or other similar delegation of authority; and further…
IN WITNESS WHEREOF, I have executed this Certificate as of the 4th day of March, 2021.
/s/ Shirley A. Baum | |
Shirley A. Baum | |
Associate Secretary |
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
400 South Hope Street Suite 500 Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
PINNACLE WEST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Arizona (State or other jurisdiction of incorporation or organization) |
86-0512431 (I.R.S. employer identification no.) |
400 North Fifth Street, P.O. Box 53999 Phoenix, Arizona (Address of principal executive offices) |
85072-3999 (Zip code) |
Senior Unsecured Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 |
Federal Reserve Bank | San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to
Form T-1 filed with Registration Statement No. 333-152875). |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 24th day of February, 2021.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice President |
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Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK
OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
400 South Hope Street Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
PINNACLE WEST CAPITAL CORPORATION
(Exact name of obligor as specified in its charter)
Arizona (State or other jurisdiction of incorporation or organization) |
86-0512431 (I.R.S. employer identification no.) |
400 North Fifth Street, P.O. Box 53999 Phoenix, Arizona (Address of principal executive offices) |
85072-3999 (Zip code) |
Subordinated Unsecured Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 |
Federal Reserve Bank | San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to
Form T-1 filed with Registration Statement No. 333-152875). |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 24th day of February, 2021.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice President |
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Exhibit 25.3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK
OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation if not a U.S. national bank) |
95-3571558 (I.R.S. employer identification no.) |
400 South Hope Street Suite 500 Los Angeles, California (Address of principal executive offices) |
90071 (Zip code) |
ARIZONA PUBLIC SERVICE COMPANY
(Exact name of obligor as specified in its charter)
Arizona (State or other jurisdiction of incorporation or organization) |
86-0011170 (I.R.S. employer identification no.) |
400 North Fifth Street, P.O. Box 53999 Phoenix, Arizona (Address of principal executive offices) |
85072-3999 (Zip code) |
Senior Unsecured Debt Securities
(Title of the indenture securities)
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 |
Federal Reserve Bank | San Francisco, CA 94105 |
Federal Deposit Insurance Corporation | Washington, DC 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No. 333-121948). |
3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to
Form T-1 filed with Registration Statement No. 333-152875). |
4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 24th day of February, 2021.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice President |
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