July (pdf) - New York Power Authority

FORM OF APPROVING OPINION OF HAWKINS DELAFIELD & WOOD LLP
WITH RESPECT TO THE 2011 BONDS [Subject to HDW]
Power Authority of the State of New York
123 Main Street
White Plains, New York 10601
Ladies and Gentlemen:
APPENDIX A
September __, 2011
We have examined a certified copy of a record of proceedings relating to the issuance of Revenue
Bonds, Series 2011 A (“2011 A Bonds”) in the principal amount of $_________ and Revenue Bonds,
Series 2011 B (“2011 B Bonds”, such Series and collectively with the 2011 A Bonds referred to as the
“2011 Bonds”) of the Power Authority of the State of New York (the ‘‘Authority’’), a body corporate and
politic constituting a corporate municipal instrumentality and political subdivision of the State of New
York (the ‘‘State’’).
The 2011 Bonds are issued under and pursuant to the Constitution and statutes of the State, including the
Power Authority Act, being Title 1 of Article 5 of the Public Authorities Law, Chapter 43-A of the
Consolidated Laws of the State of New York, as amended (herein called the ‘‘Act’’), and under and
pursuant to proceedings of the Authority duly taken, including a resolution of the Authority adopted on
February 24, 1998, entitled ‘‘General Resolution Authorizing Revenue Obligations’’ (the ‘‘General
Resolution’’), as supplemented by an Amended and Restated Ninth Supplemental Resolution adopted on
July 26, 2011 (the ‘‘Supplemental Resolution’’, and together with the General Resolution, the
‘‘Resolution’’).
The 2011 Bonds are dated, mature, are payable, bear interest and are subject to redemption, all as
provided in the Resolution.
The Authority reserves the right to issue additional bonds, notes and other obligations as parity
obligations under the Resolution (collectively with the 2011 Bonds and all other outstanding parity
obligations under the Resolution, the ‘‘Revenue Bonds’’) on the terms and conditions, and for the
purposes, stated in the Resolution. Under the provisions of the Resolution, all such Revenue Bonds will rank
equally as to security and payment with the 2011 Bonds.
We are of the opinion that:
1. The Authority is duly created and validly existing under the provisions of the Act.
2. The Authority has the right and power under the Act to adopt the Resolution, and the
Resolution has been duly and lawfully adopted by the Authority, is in full force and effect and is valid and
binding upon the Authority and enforceable in accordance with its terms, and no other authorization for the
Resolution is required. The Supplemental Resolution has been duly and lawfully adopted in accordance
with the provisions of the General Resolution, is authorized or permitted by the General Resolution, and is
valid and binding upon the Authority and enforceable in accordance with its terms. The Resolution creates the
valid pledge which it purports to create of the Trust Estate (as defined and to the extent provided in the
Resolution), subject only to the provisions of the Resolution permitting the application thereof for the
purposes and on the terms and conditions set forth in the Resolution.
App. A-1