UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of AGL Resources Inc. et al on CERTIFICATE PURSUANT TO RULE 24
Form U-1 (File No. 70-9707) UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, AGL Resources Inc., a Georgia corporation ("AGL
Resources"), certifies that it has acquired Virginia Natural Gas, Inc., a
Virginia corporation ("VNG"), as proposed in the application/declaration to the
Commission on Form U-1 (File No. 70-9707) and authorized by order of the
Commission in Public Utility Holding Company Act Release No. 27243, dated
October 5, 2000. AGL Resources also certifies that the acquisition has been
carried out in accordance with the terms and conditions of and for the purposes
represented by the application/declaration and of the Commission's order with
respect thereto.
Exhibits
F-2 "Past Tense" Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, AGL Resources has duly caused this Certificate to be signed on its behalf
by the undersigned hereunto duly authorized.
/s/ Donald P. Weinstein
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Donald P. Weinstein
Senior Vice President and
Chief Financial Officer
AGL Resources Inc.
Date: October 18, 2000
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EXHIBIT F-2
October 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AGL Resources Inc., Virginia Natural Gas, Inc., File No. 70-9707
Dear Sirs:
In connection with the above-referenced Application-Declaration of AGL
Resources Inc ("AGL Resources") for authorization to acquire Virginia Natural
Gas, Inc. ("VNG") (the "Acquisition"), the Commission issued an order granting
the Application-Declaration in AGL Resources Inc., Holding Co. Act Release No.
27243 (October 5, 2000) (the "Acquisition Order"). AGL Resources consummated the
Acquisition on October 6, 2000 and registered as a holding company under the
Public Utility Holding Company Act of 1935 (the "Act") on October 10, 2000. As
counsel for AGL Resources and its subsidiary companies, I deliver this
past-tense opinion to you for filing as Exhibit F-2 to the
Application-Declaration.
In addition to authorization to effect the Acquisition, the Acquisition
Order grants authority for: (1) the financing of the AGL System through March
31, 2004; (2) intrasystem service and other transactions that companies in the
AGL System will engage in after the Acquisition in connection with the operation
of a registered holding company system; (3) AGL Resources to retain and
restructure its direct and indirect nonutility subsidiary companies, and (4) the
acquisition, by dividend from AGL Resources' wholly-owned public utility
subsidiary, Atlanta Gas Light Company ("AGLC"), of all the outstanding
securities of Chattanooga Gas Company, AGLC's wholly-owned public utility
subsidiary. AGLC was also granted an exemption by order under Section 3(a)(2)
from all provisions of the Act, except Section 9(a)(2).
I am a member of the bar of the State of Georgia, the place of
incorporation of AGL Resources. I am not a member of the bars of certain other
states in which certain of the Applicants are incorporated or qualified to do
business, and do not hold myself out as an expert in the laws of such states,
although I have consulted with counsel to AGL Resources who are experts in such
laws. For purposes of this opinion, to the extent I deemed necessary, I have
relied on advice from counsel employed or retained by AGL Resources, in
particular, LeBoeuf, Lamb, Greene & MacRae, L.L.P. and Long Aldridge & Norman
LLP who are expert in the laws applicable to the Applicants.
In connection with this opinion, I or attorneys in whom I have confidence,
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such records
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and such other documents, certificates and corporate or other records as I have
deemed necessary or appropriate as a basis for the opinions expressed in this
letter. In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of documents submitted to me
as copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Application-Declaration.
The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
o The Commission has duly entered an appropriate order with respect to the
transactions described in the Application-Declaration granting and
permitting the Application-Declaration to become effective under the Act
and the rules and regulations thereunder.
o No act or event other than as described herein has occurred subsequent to
the date hereof which would change the opinions expressed below.
o Appropriate corporate actions have been taken by both the issuer and
acquirer of the securities contemplated by the Application-Declaration and
the documents transferring the securities have been duly authorized,
executed and delivered with all appropriate transfer or other taxes paid.
o Each of the Applicants, and their subsidiaries involved in the Acquisition,
was at the time of the Acquisition a duly incorporated corporation or duly
formed limited liability company or partnership in the jurisdiction in
which it is domiciled.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:
(a) all state and federal laws applicable to the Acquisition and such
other transactions authorized by the Acquisition Order have been
complied with and the proposed transactions have been carried out in
accordance with the Application-Declaration;
(b) each of the Applicants is duly formed or incorporated under the laws
of the jurisdiction in which it is domiciled;
(c) AGL Resources has legally acquired the shares of the common stock of
VNG, and;
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(d) the consummation of the Acquisition and such other transactions
authorized by the Acquisition Order did not violate the legal rights
of the holders of any securities issued by AGL Resources, or by any
associate company thereof.
I hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
//s// Paul R. Shlanta
Senior Vice President and
General Counsel
AGL Resources Inc.
