As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/04/09  Public Service Co of Colorado     8-K:8,9     5/28/09    7:892K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     34K 
 2: EX-1.01     Underwriting Agreement                              HTML    241K 
 3: EX-4.01     Instrument Defining the Rights of Security Holders  HTML    343K 
 4: EX-5.01     Opinion re: Legality                                HTML     19K 
 5: EX-5.02     Opinion re: Legality                                HTML     14K 
 6: EX-5.03     Opinion re: Legality                                HTML     14K 
 7: EX-12.01    Statement re: Computation of Ratios                 HTML     40K 

Exhibit 5.02

 

[Paula M. Connelly Letterhead]

 

June 4, 2009

 

Public Service Company of Colorado
1225 17th Street
Denver, Colorado 80202

 

Re:          $400,000,000 in Aggregate Principal Amount of Public Service Company of Colorado’s 5.125% First Mortgage Bonds, Series No. 20 due 2019

 

Ladies and Gentlemen:

 

I am Managing Attorney of Xcel Energy Services Inc., a Delaware corporation, and, as such, I, and other attorneys in or under contract to the legal department of Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”), have acted as counsel to Public Service Company of Colorado, a Colorado corporation and wholly owned subsidiary of Xcel Energy (the “Company”), in connection with the issuance and sale of up to $400,000,000 aggregate principal amount of the Company’s 5.125% First Mortgage Bonds, Series No. 20 due 2019 (the “Bonds”) pursuant to the Underwriting Agreement, dated May 28, 2009 (the “Underwriting Agreement”), entered into by and between the Company and Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp. and Scotia Capital (USA) Inc., acting as representatives of the several underwriters named therein (collectively, the “Underwriters”).  The Bonds will be issued pursuant to the Indenture, dated as of October 1, 1993, as amended and supplemented, by and between the Company and U.S. Bank Trust National Association, as successor trustee (the “Trustee”), and Supplemental Indenture No. 19, dated as of May 1, 2009, by and between the Company and the Trustee (as supplemented, the “Indenture”).

 

I, or other attorneys in or under contract to the legal department of Xcel Energy, have examined or are otherwise familiar with the Amended and Restated Articles of Incorporation of the Company, the By-Laws of the Company, the Registration Statement on Form S-3 (Reg. No. 333-157171) (the “Registration Statement”), filed by the Company to effect the registration of the Bonds under the Securities Act of 1933 (the “Act”), pursuant to which the Bonds are to be issued, such corporate action in connection with the issuance of the Bonds as have occurred as of the date hereof and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion.

 

Based upon the foregoing and assumptions that follow, I am of the opinion that the issuance of the Bonds has been duly authorized by the Company and the Indenture has been duly executed and delivered.

 

I express no opinion as to the laws of any jurisdiction other than the laws of the State of Colorado.  The opinions herein expressed are limited to the specific issues addressed and to laws existing on the date hereof.  By rendering this opinion, I do not undertake to advise you with respect to any other matter or of any change in such laws or in the interpretation thereof which may occur after the date hereof.

 

 

I hereby consent to the filing of this opinion as Exhibit 5.02 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement and to the reference to my name under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, I do not hereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Paula M. Connelly

 

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