SecProbe.io

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      May 17, 2005

Via Facsimile at (617) 248-4000 and U.S. Mail

William C. Rogers, Esq.
Choate, Hall & Stewart LLP
53 State Street
Boston, MA  02109

	Re:	Sierra Pacific Resources
Amendment No. 3 to Schedule TO-I filed May 17, 2005
SEC File No.  5-44979

Amendment No. 3 to Form S-4 Filed May 17, 2005
SEC File No. 333-124083

Dear Mr. Rogers:

	We have the following comments on your filings.

Form S-4

Exhibit 5.1
1. Please revise your opinion to remove the assumptions you have
made
that the Indenture and Purchase Contract Agreement will be valid
and
legally binding obligations or explain to us why you believe that
these assumptions are necessary.
2. We presume that the paragraphs numbered 1, 2 and 3 constitute
the
opinion of counsel, however, the opinion does not make this clear
as
it presently states that "all requisite action" shall have been
taken
with respect to each security.  Please revise to specifically
state
that counsel has opined that the New PIES and Stock Purchase
Contracts, as an example, are valid and legally binding
obligations
of the Company.
3. Please revise your legal opinion to opine as to the fact that
the
Common Stock Purchase Rights are legally binding obligations.
4. Please revise to clarify under which jurisdiction(s) you are
rendering your opinion.  We note your reliance upon the opinion of
Woodburn and Wedge with respect to matters of law and legal
conclusions governed by the laws of the State of Nevada, however,
it
is not clear to what matters you are making reference aside from
the
issuance of the Shares.  For example, your opinion as to the
Senior
Notes must be under the laws of the state governing the indenture
and
your opinion as to the contractual obligations, such as the New
PIES,
Stock Purchase Contracts and Common Stock Purchase Rights, must be
under the laws of the state governing each respective contract.
5. We note that your opinion is subject to the effects of good
faith
and fair dealing.  Please remove this limitation or explain to us
why
you believe it is necessary.
6. We also note your indication that your opinions are qualified
to
the extent that certain provisions of the Registered Securities
are
unenforceable.  You indicate that such provisions do not render
the
Registered Securities invalid yet it would still appear that this
qualification limits your ability to render your opinions,
especially
as to your determination that the respective Registered Securities
are legally binding.  Please revise this limitation or explain to
us
why you believe it is necessary.  This comment also applies to
Exhibit 5.2.

Closing Comments
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.
      If you do not agree with a comment, please tell us why in
your
response.  Please direct any questions regarding our comments to
me
at (202) 551-3264.

								Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

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May 17, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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