UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Application of Texas ) CERTIFICATE PURSUANT TO
Utilities Company ) RULE 24 UNDER THE PUBLIC
(formerly TUC Holding ) UTILITY HOLDING COMPANY ACT
Company) on Form U-1 ) OF 1935
(File No. 70-8953) )
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Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), Texas Utilities Company (formerly
TUC Holding Company, "TUC"), a Texas corporation, certifies that the acquisition
by TUC of all of the issued and outstanding shares of common stock of (i) Texas
Energy Industries, Inc. (formerly Texas Utilities Company, "TEI"), a Texas
corporation and a public utility holding company exempt from all provisions of
the Act (other than Section 9(a)(2)) under Section 3(a)(1) by order of the
Securities and Exchange Commission (the "Commission"), and through such
acquisition, TEI's wholly owned subsidiaries, Texas Utilities Electric Company
and Southwestern Electric Service Company, both Texas corporations and electric
utility companies (as defined in the Act) operating as such in the State of
Texas and (ii) ENSERCH Corporation, a Texas corporation which, among other
things, operates as a gas utility company (as defined in the Act) in the State
of Texas, as proposed in the Application/Declaration to the Commission on Form
U-1 (File No. 70-8953) of TUC and authorized by order of the Commission in
Public Utility Holding Company Act Release No. 35-26749, dated August 1, 1997,
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, TUC has duly caused this Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.
Texas Utilities Company
By: /s/ Peter B. Tinkham
Name: Peter B. Tinkham
Title: Secretary and Assistant
Treasurer
Dated: August 28, 1997
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
Energy Plaza
1601 Bryan, 30th Floor
Dallas, Texas 75201
Telephone (214) 979-3000
Fax (214) 880-0011
August 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the transactions contemplated by the
Application/Declaration on Form U-1 (File 70- 8953) (the "Application") of Texas
Utilities Company (formerly TUC Holding Company, the "Company") under the Public
Utility Holding Company Act of 1935, as amended (the "Act"). In the Application
the Company requested that the Commission issue an order authorizing the
acquisition (the "Acquisition") by the Company of all of the issued and
outstanding shares of common stock of (i) Texas Energy Industries, Inc.
(formerly Texas Utilities Company, "TEI") , a Texas corporation and a holding
company exempt from all provisions of the Act (other than section 9(a)(2)) under
section 3(a)(1) by order of the Commission and (ii) ENSERCH Corporation
("ENSERCH"), a Texas corporation which, among other things, operates as a gas
utility company (as defined in section 2(a)(4) of the Act) in the State of
Texas. TEI holds all of the issued and outstanding shares of common stock of two
electric utility companies (as defined in section 2(a)(3) of the Act) operating
as such within the State of Texas. The Commission issued the requested order on
August 1, 1997 (HCAR No. 26749). We have acted as general counsel for TUC and
the Company with regard to the Acquisition.
In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such corporate records
of the Company, TEI and ENSERCH, certificates of public officials, certificates
of officers and representatives of the Company, TEI and ENSERCH, and other
documents as we have deemed necessary in order to render the opinions
hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as copies. As to any
facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid agreements, instruments,
certificates and documents.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, we are of the opinion that:
1. All state laws applicable to the proposed Acquisition have been
complied with.
2. The Company is a corporation validly organized, duly existing and in
good standing in the State of Texas; TEI is a corporation validly
organized, duly existing and in good standing in the State of Texas;
and ENSERCH is a corporation validly organized, duly existing and in
good standing in the State of Texas.
3. The shares of Company common stock issued in connection with the
Acquisition were validly issued, fully paid and nonassessable, and the
holders thereof are entitled to the rights and privileges appertaining
thereto set forth in the Articles of Incorporation of the Company. The
shares of common stock of TEI acquired by the Company in the
Acquisition were validly issued, fully paid and nonassessable, and the
Company, as the holder thereof, is entitled to the rights and
privileges appertaining thereto set forth in the Articles of
Incorporation of TEI. The shares of common stock of ENSERCH acquired
by the Company in the Acquisition were validly issued, fully paid and
nonassessable, and the Company, as the holder thereof, will be
entitled to the rights and privileges appertaining thereto set forth
in the Articles of Incorporation of ENSERCH.
4. The Company legally acquired the shares of common stock of TEI and
ENSERCH.
5. The consummation of the Acquisition did not violate the legal rights
of the holders of any securities issued by the Company.
We are members of the State Bar of Texas and do not purport to be experts
on, nor do we opine as to, the laws of any jurisdiction other than the State of
Texas and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ Neil D. Anderson
A Partner
