Exhibit F-1
[CONECTIV LETTERHEAD]
November 2, 2000
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File No. 70-9607
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the filing of an Application on Form U-1
(File No. 70-9607) (the "Application") of Conectiv, Delmarva Power & Light
Company ("DPL"), and Atlantic City Electric Company ("ACE," collectively
"Applicants") under the Public Utility Holding Company Act of 1935, as amended
(the "Act"). The Application requests, among other things, that the Commission
issue an order authorizing the sale by DPL of a 7.51% (164 MW) ownership
interest in the Peach Bottom Atomic Power Station Unit Nos. 2 and 3 ("Peach
Bottom") to PECO Energy Company ("PECO") (the "Transaction"). PECO presently
owns 42.49% of Peach Bottom.
I am a member of the bars of the State of Delaware and the
Commonwealth of Virginia, the states in which DPL is incorporated. I am not a
member of the bar of the Commonwealth of Pennsylvania, where the assets to be
sold by DPL 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 members 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 our satisfaction, of such records of the Applicants and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In this examination,
we have assumed the genuineness of all signatures, the legal capacity of all
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. As to
various questions of fact material to such opinions, we have relied, when
relevant facts were not independently established, upon statements contained in
the Application.
The opinions expressed below with respect to the Transaction are
subject to and rely upon the following assumptions, qualifications, limitations,
conditions and exceptions:
1. The Transaction shall have been duly authorized and approved, to the
extent required by the governing corporate documents and applicable
state laws, by the Board of Directors of DPL.
2. All required approvals, authorizations, consents, certificates,
rulings and orders of, and all filings and registrations with, all
applicable federal and state commissions and regulatory authorities
(other than commissions and regulatory authorities of the State of
Delaware and the Commonwealth of Virginia) with respect to the
Transaction shall have been obtained or made, as the case may be, and
shall have become final and unconditional in all respects and shall
remain in effect (including the approval and authorization of the
Commission under the Act), and the Transaction shall have been
accomplished in accordance with all such approvals, authorizations
consents, certificates, orders, filings and registrations.
3. All corporate formalities required by state laws for the consummation
of the Transaction shall have been taken.
4. The parties shall have obtained all consents, waivers and releases, if
any, required for the Transaction under all applicable governing
corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
Based on the foregoing, and subject to the assumptions,
qualifications, limitations, conditions and exceptions set forth herein, I am of
the opinion that, in the event the Transaction is consummated in accordance with
the Application:
1. All state laws applicable to the Transaction will have been complied
with.
2. Conectiv is a corporation validly organized and duly existing under
the laws of the State of Delaware. DPL is a corporation validly
organized and duly existing under the laws of the State of Delaware
and the Commonwealth of Virginia.
3. The consummation of the Transaction will not violate the legal rights
of the holders of any securities issued by DPL, 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
<PAGE>
[CONECTIV LETTERHEAD]
November 2, 2000
Securities and Exchange Commission
Office of Public Utility Regulation
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File No. 70-9607
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the filing of an Application on Form U-1
(File No. 70-9607) (the "Application") of Conectiv, Delmarva Power & Light
Company ("DPL"), and Atlantic City Electric Company ("ACE," collectively
"Applicants") under the Public Utility Holding Company Act of 1935, as amended
(the "Act"). The Application requests, among other things, that the Commission
issue an order authorizing the sale by DPL of a 7.51% (164 MW) ownership
interest in the Peach Bottom Atomic Power Station Unit Nos. 2 and 3 ("Peach
Bottom") to PECO Energy Company ("PECO") (the "Transaction"). PECO presently
owns 42.49% of Peach Bottom.
I am a member of the bars of the State of Delaware and the
Commonwealth of Pennsylvania. The assets to be sold by DPL are located in the
Commonwealth of Pennsylvania. I do not hold myself out as an expert in the laws
of any state other than Delaware and Pennsylvania.
In connection with this opinion, I or attorneys in whom I have
confidence have examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Applicants and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of all
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies. As to
various questions of fact material to such opinions, we have relied, when
relevant facts were not independently established, upon statements contained in
the Application.
The opinions expressed below with respect to the Transaction are
subject to and rely upon the following assumptions, qualifications, limitations,
conditions and exceptions:
1. The Transaction shall have been duly authorized and approved, to the
extent required by the governing corporate documents and applicable
state laws, by the Board of Directors of DPL.
2. All required approvals, authorizations, consents, certificates,
rulings and orders of, and all filings and registrations with, all
applicable federal and state commissions and regulatory authorities
(other than commissions and regulatory authorities of the Commonwealth
of Pennsylvania) with respect to the Transaction shall have been
obtained or made, as the case may be, and shall have become final and
unconditional in all respects and shall remain in effect (including
the approval and authorization of the Commission under the Act), and
the Transaction shall have been accomplished in accordance with all
such approvals, authorizations consents, certificates, orders, filings
and registrations.
3. All corporate formalities required by state laws for the consummation
of the Transaction shall have been taken.
The parties shall have obtained all consents, waivers and
releases, if any, required for the Transaction under all
applicable governing corporate documents, contracts,
agreements, debt instruments, indentures, franchises, licenses
and permits.
Based on the foregoing, and subject to the assumptions,
qualifications, limitations, conditions and exceptions set forth herein, I am of
the opinion that, in the event the Transaction is consummated in accordance with
the Application:
1. The laws of the Commonwealth of Pennsylvania applicable to the
Transaction will have been complied with.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
Karen M. Bab
