EXHIBIT F
July 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New Century Energies, Inc./Northern States Power Company
Financing Application, File No. 70-9635
Dear Sir or Madam:
New Century Energies, Inc. ("NCE") and Northern States Power Company
("NSP") (collectively "Applicants") have applied to the Commission for authority
to merge their companies (the "Merger"). NSP will be the surviving company of
the Merger and will change its name to Xcel Energy Inc. ("Xcel"). Also as part
of the Merger, NSP intends to transfer all of its existing electric and natural
gas utility facilities and operations currently conducted directly by NSP at the
parent company level to a newly formed, wholly-owned subsidiary (herein, "New
NSP"). Upon consummation of the Merger, Xcel will register as a holding company
under the Public Utility Holding Company Act of 1935 (the "Act"). As counsel for
NSP and its subsidiary companies, I deliver this opinion to you for filing as
Exhibit F to the Application-Declaration, as amended, referenced above (the
"Application-Declaration"). Briefly stated, the Applicants are seeking authority
for the financing of the Xcel system, for a period of approximately three years
from the date of consummation of the Merger through September 30, 2003 (the
"Authorization Period"). The Applicants' request for authority includes:
(i) financings by Xcel, including common stock and long-term debt of
Xcel and long-term debt and preferred securities of finance
subsidiaries established by Xcel;
(ii) short term debt;
(iii) employee benefit plans and dividend reinvestment plan;
(iv) utility subsidiary financings;
(v) intrasystem financings and guarantees by Xcel subsidiaries;
(vi) financings by Xcel for the purposes of acquiring, or funding the
operations of, EWGs and FUCOs; and
(vii) other transactions described in the Application-Declaration.
Applicants propose to engage in the proposed transactions within various limits
prescribed in the Application-Declaration.
I am a member of the bar of Minnesota, the place of organization of NSP
(which, as noted above, will be the successor in the Merger and will change its
name to Xcel). I am not a member of the bar of any other country or state of the
United 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 and will consult with counsel to NSP or NCE
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
directly or indirectly by NSP or NCE.
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 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 certified or photostatic
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 limited to Xcel and each of its
subsidiaries and associate companies and subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
o The Commission shall have duly entered an appropriate order or orders
with respect to the proposed transactions, as described in the
Application-Declaration, permitting the Application-Declaration to
become effective under the Act and the rules and regulations
thereunder, and the proposed transactions are consummated in
accordance with the Application-Declaration and the Commission's
orders.
o No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed below.
o With respect to Xcel and each of its subsidiaries and associate
companies, appropriate corporate actions will have been taken by both
the issuer and acquirer of the securities contemplated by the
Application-Declaration and the documents transferring the securities
will have been duly authorized, executed and delivered with all
appropriate transfer or other taxes paid.
o Xcel and each of its subsidiaries and associate companies involved in
the proposed transactions will at the time of the proposed
transactions be validly incorporated or a validly formed business
entity 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, it is my opinion that,
with respect to Xcel and each of its subsidiaries and associate companies, in
the event the proposed transactions are consummated in accordance with the
Application-Declaration:
(a) all state laws applicable to the proposed transactions will have been
complied with;
(b) the issuer of any securities proposed in the Application-Declaration
is validly organized and duly existing;
(c) any security issued, in the case of stock, is, fully paid and
nonassessable, and the holders thereof will be entitled to the rights
and privileges appertaining thereto set forth in the charter or other
document defining such rights and privileges and, in the case of debt,
is valid and binding obligation of the issuer or guarantor in
accordance with its terms;
(d) the Applicants will legally acquire any securities or assets subject
to the Application-Declaration; and
(e) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by Xcel or any of
its subsidiaries and associate companies.
I hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ Gary R. Johnson
Gary R. Johnson
Vice President and General Counsel
