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Exhibit F
June 29, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Conectiv
SEC File No. 70-9655
Dear Sir or Madam:
I have acted as counsel to Conectiv, a Delaware corporation
("Conectiv") in connection with the Application/Declaration on Form U-1 (File
No. 70-9655) filed with the Securities and Exchange Commission ("Commission")
pursuant to the Public Utility Holding Company Act of 1935, as amended (the
"Act"), jointly by Conectiv and 1) two currently active utility subsidiaries
(Delmarva Power & Light Company ("DPL") and Atlantic City Electric Company
("ACE")), 2) two inactive subsidiaries of DPL and ACE (Conectiv Delmarva
Generation, Inc. ("CDG") and Conectiv Atlantic Generation, Inc. ("CAG")) to
which DPL and ACE will each contribute generating assets and which will
therefore be utilities for purposes of the Act until such time as the
subsidiaries qualify as exempt wholesale generators ("EWGs"), and 3) an indirect
subsidiary utility holding company, ACE REIT, Inc. ("ACE-REIT") and a direct
subsidiary utility holding company, Conectiv Energy Holding Company ("CEH")
(each an "Applicant" and collectively the "Applicants"), as previously amended
by pre-effective Amendments Nos. 1, 2 and 3 previously filed and pre-effective
Amendment No. 4 filed herewith. The Application/Declaration as so amended is
hereinafter referred to as the "Application."
By the Application, Applicants request authorizations necessary to
accomplish the following:
1. A capital contribution of certain generating utility assets by Delmarva to
CDG;
2. A capital contribution of certain generating utility assets by ACE to CAG
and the contribution by ACE of the ownership interest in CAG to ACE-REIT,
establishing ACE-REIT as a Delaware holding company;
3. The acquisition by each of CDG and CAG of the generating assets being
contributed to them;
4. Dividends out of capital or unearned surplus by ACE to Conectiv of the
stock of ACE-REIT and by Delmarva to Conectiv of the stock of CDG;
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5. Creation of CEH, the issuance of stock by CEH to Conectiv, and the
contribution to CEH by Conectiv of the CDG and ACE-REIT stock;
6. For ongoing financing, authority for CEH to issue securities to Conectiv
and for Conectiv to acquire the securities and for CEH to indemnify its
subsidiaries;
7. Authority for CDG, CAG, and ACE-REIT to issue securities to CEH or
Conectiv, for CEH and Conectiv to acquire the securities for the purpose of
financing the business of the subsidiaries of CEH and for CDG, CAG,
ACE-REIT and CEH to participate in the Conectiv System Money Pool; and
8. Authority for the acquisition by CDG of utility assets pursuant to a
like-kind exchange if, at that time of the purchase of the assets, CDG is
not an EWG.
The foregoing transactions are hereinafter referred to as the "Proposed
Transactions."
I am a member of the bar of the State of Delaware, the state in which
all of the Applicants except ACE are incorporated or qualified to do business. I
am also a member of the bar of the Commonwealth of Virginia, a state in which
DPL is also incorporated. I am not a member of the bar of the State of New
Jersey (in which ACE is incorporated); nor am I a member of the bar of the
Commonwealth of Pennsylvania where certain of the assets to be transferred by
Delmarva to CDG are located. I do not hold myself out as an expert in the laws
of any state other than Delaware and Virginia. For purposes of this opinion, to
the extent I deemed necessary, I have relied on advice from counsel employed or
retained by Conectiv who are a member of the bar of the State of New Jersey and
a member of the bar of the Commonwealth of Pennsylvania.
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 of Conectiv and such other documents,
certificates and corporate or other records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein. 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 relied, when
relevant facts were not independently established, upon statements contained in
the Application.
The opinions expressed below in respect of the Proposed Transactions
are subject to the following assumptions, qualifications, limitations,
conditions and exceptions:
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June 28, 2000
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(a) The issuance of securities shall have been duly authorized and
approved, to the extent required by the governing documents and
applicable state laws, by the Boards of Directors of Applicants and
any consideration to be received in exchange for issuance of the
securities as provided in such resolutions of the Board of Directors
shall have been received and the securities properly executed and
issued as provided in said resolutions of the Board of Directors;
and
(b) The Commission shall have duly entered an appropriate order or
orders granting and permitting the Application to become effective
under the Act and the rules and regulations thereunder and the
Proposed Transactions are consummated in accordance with Application
as amended by the Amendments; and
(c) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed above.
Based on the foregoing, and subject to the assumptions and conditions set forth
herein, I am of the opinion that, in the event the Proposed Transactions are
consummated in accordance with the Application:
1. All state laws applicable to the Proposed Transactions will have
been complied with;
2. CEH, CDG, CAG and ACE-REIT are duly formed or incorporated under
the laws of the State of Delaware and any equity security to be
issued by any of the foregoing shall be fully paid and
nonassessable and the holder thereof (Conectiv or CEH) shall be
entitled to the rights and privileges appertaining to said
securities as set forth in the charter or other document defining
such rights and privileges; and
3. Any debt security issued by CEH, CDG, CAG or ACE-REIT will be a
valid and binding obligation of the issuer in accordance with its
terms, except to the extent such enforceability may be limited (i)
by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights
generally or (ii) by applicable principles of equity (regardless
of whether such enforceability is sought in a proceeding at law or
in equity); and
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4. Conectiv will have legally acquired the stock and any debt
securities to be issued by CEH, CEH will have legally acquired the
common stock or any debt securities to be issued by CDG, CAG or
ACE-REIT, and ACE-REIT will have legally acquired the equity
securities or any debt securities to be issued by CAG; and
5. The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by any
Applicant or any associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
Peter F. Clark
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