<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>exhibit5b.txt
<DESCRIPTION>EXHIBIT 5(B)
<TEXT>



                                                                EXHIBIT 5(B) & 8


                            THELEN REID & PRIEST LLP
NEW YORK                        ATTORNEYS AT LAW              NEW YORK OFFICE
SAN FRANCISCO                 40 WEST 57TH STREET          DIRECT DIAL NUMBER
WASHINGTON, D.C.            NEW YORK, N.Y. 10019-4097
LOS ANGELES           TEL (212) 603-2000 FAX (212) 603-2001
SILICON VALLEY                www. thelenreid.com
MORRISTOWN, N.J.


                                             New York, New York
                                             June 4, 2001


Avista Corporation
1411 East Mission Avenue
Spokane, WA 99202


Ladies and Gentlemen:

          We are acting as counsel to Avista Corporation, a Washington
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
$400,000,000 in aggregate principal amount of 9.75% Senior Notes Due June 1,
2008 (the "New Notes") of the Company, in connection with an offer by the
Company to issue the New Notes in exchange for 9.75% Senior Notes due June 1,
2008 of the Company, which are currently outstanding in the same aggregate
principal amount, all as described in the Registration Statement.

          Subject to the qualifications hereinafter expressed, we are of the
opinion that the New Notes, when issued and delivered as contemplated in the
Registration Statement, will be legally issued and will be binding obligations
of the Company.

          We are further of the opinion that the information contained in the
Registration Statement under the caption "Certain U.S. Federal Income Tax
Considerations" constitutes an accurate description, in general terms, of the
indicated federal income tax consequences to holders of the New Notes of the
exchange offer contemplated in the Registration Statement.

          To the extent that the opinions relate to or are dependent upon
matters governed by the laws of other States, we have relied the opinion of
Heller Ehrman White & McAuliffe LLP, which is being filed as Exhibit 5(a) to the
Registration Statement.


<PAGE>


          We hereby consent to the filing of this opinion as Exhibit 5(b) to the
Registration Statement and to the references to our firm, as counsel, in the
Registration Statement and in the prospectus contained therein. In giving the
foregoing consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.


                                             Very truly yours,

                                             /s/ THELEN REID & PRIEST LLP

                                             THELEN REID & PRIEST LLP
</TEXT>
</DOCUMENT>
