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EXHIBIT F-1.2
August 25, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New Century Energies, Inc. and Northern States Power Company
Merger Application, File No. 70-9539
Dear Sir or Madam:
Xcel Energy Inc. ("Xcel Energy"), formerly known as Northern
States Power Company ("NSP"), and New Century Energies, Inc. ("NCE")
(collectively "Applicants") applied for and have received from the Securities
and Exchange Commission the authority to merge their companies (the "Merger")
and for NSP 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. As counsel for NSP and
its subsidiary and associate companies, I deliver this opinion to you for filing
as Exhibit F-1.2 to the Application-Declaration, as amended, referenced above
(the "Application-Declaration").
I am a member of the bar of Minnesota, the place of
organization of NSP. 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 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.
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.
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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 NSP and each of its subsidiaries and associate
companies:
(a) all state laws applicable to the proposed transactions 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 is fully paid and nonassessable, and the
holders thereof are entitled to the rights and privileges
appertaining thereto set forth in the charter or other
document defining such rights and privileges; and
(d) the Merger has been carried out in accordance with the
Application-Declaration.
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
