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Exhibit F-7
August 16, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Conectiv
SEC File No. 70-9095
Dear Sir or Madam:
I have acted as counsel to Conectiv, a Delaware corporation
("Conectiv"), in connection with Post-Effective Amendments Nos. 10 and 11 to the
Application/Declaration on Form U-1 (File No. 70-9095), filed with the
Securities and Exchange Commission ("Commission") jointly by Conectiv, by two
subsidiaries which are operating utility companies (Delmarva Power & Light
Company ("DPL") and Atlantic City Electric Company ("ACE")) and various
non-utility subsidiaries named therein ("Nonutility Subsidiaries"), including
Conectiv Mid-Merit, Inc. (through which investments in exempt wholesale
generators are currently being made pursuant to Rule 53(b) ("CMM")), Conectiv
Solutions, LLC (a wholly-owned subsidiary of Conectiv ("Solutions"), Solutions'
wholly-owned subsidiary ATE Investment, Inc., ("ATE"), and ATE's subsidiary,
King Street Assurance, Ltd., a company formed under the insurance laws of
Bermuda ("KSA") (each an "Applicant" and collectively the "Applicants") and
previously amended by Pre-Effective Amendments Nos. 1 through 3 and
Post-Effective Amendments Nos. 1 through 9 (as so amended, the "Application").
By these Amendments, Applicants request that the Commission authorize
1) the investment by Conectiv, indirectly through CMM or other Conectiv
subsidiaries, of up to $350 million through March 31, 2002, in exempt wholesale
generators, 2) the participation by KSA in the Conectiv system money pool and 3)
the issuance by Conectiv of other forms of short-term debt, including, but not
limited to, money market notes (hereinafter referred to as the "Proposed
Transactions").
I am a member of the bar of the State of Delaware, the state in which
DPL and certain of the Nonutility Subsidiaries 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 and in which certain of the Nonutility
Subsidiaries are authorized to do business. I am not a member of the bars of the
States of New Jersey (in which ACE is incorporated) or Maryland or the
Commonwealth of Pennsylvania, states in which certain of the Nonutility
Subsidiaries are incorporated or qualified to do business. Also, I am not
qualified to practice law in Bermuda. I do not hold myself out as an expert in
the laws of any jurisdiction other than the State of Delaware and the
Commonwealth of Virginia, although I have consulted and will consult with
counsel to Conectiv who are experts in such laws. For purposes of this opinion
and to the extent I
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deemed necessary, I have relied on advice from counsel employed or retained by
Conectiv who are members of the bars of the States of Maryland and New Jersey
and the Commonwealth of Pennsylvania or who are qualified to practice law in
Bermuda.
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 this examination, I
or they 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 issuance of
securities are subject to the following assumptions, qualifications,
limitations, conditions and exceptions:
(a) The issuance of securities shall have been duly authorized and approved
to the extent required by the governing documents of the issuing
Applicant and applicable laws by the issuing Applicant's Board of
Directors or other governing body and any consideration to be received
in exchange for issuance of the securities as provided in such
resolutions shall have been received and the securities properly
executed and issued as provided in said resolutions.
(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.
(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) Each Applicant issuing securities including securities issued to the
money pool will, at the time of such issuance or sale, be validly
organized and duly existing under the laws of the jurisdiction in which
such Applicant is domiciled.
3) Any debt security issued by an Applicant to the money pool or otherwise
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,
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reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or (ii) by applicable principles of equity
(regardless of whether such principles are applied in a proceeding at
law or in equity).
4) 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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