EXHIBIT F-2
June 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have acted as corporate counsel to CP&L Energy, Inc., a North Carolina
corporation ("Energy") (formerly, CP&L Holdings, Inc.), in connection with the
Agreement and Plan of Share Exchange dated as of August 22, 1999 (the "Exchange
Agreement"), between Energy and Carolina Power and Light Company ("CP&L"), a
North Carolina corporation and the corporation whose shares were acquired in the
share exchange which was consummated on June 19, 2000 pursuant to the terms of
the Exchange Agreement. This opinion is delivered to you in connection with
Energy's Application on Form U-l, as amended from time to time (the
"Application"), filed with the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, as amended.
In connection therewith, we have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Based upon
the foregoing, we are of the opinion that:
1. Based solely on a certificate of the North Carolina Secretary of
State, Energy has been duly incorporated and is an existing corporation in good
standing under the laws of the State of North Carolina.
2. The Energy common stock has been duly authorized and validly issued
and is fully paid and nonassessable, and the holders thereof are entitled to the
rights and privileges appertaining thereto set forth in the Amended and Restated
Articles of Incorporation of Energy, as such may be amended from time to time.
3. All laws of the State of North Carolina applicable to the Exchange
have been complied with.
4. Energy has legally acquired the CP&L common stock.
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Securities and Exchange Commission
June 23, 2000
Page 2
5. The effectiveness of the Exchange does not violate the legal rights
of the holders of any securities issued by Energy, CP&L or any associate company
thereof.
The foregoing opinions are limited to the laws of the State of North
Carolina, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction.
As to the opinions expressed in paragraph 5, we have relied on information
received from CP&L as to the identification of its outstanding securities and
the instruments governing the legal rights of their holders.
In rendering the foregoing opinions, as to factual matters we have relied
on certificates obtained from public officials and officers of CP&L. For
purposes of these opinions, we have assumed (i) the authenticity of all
documents submitted to us as originals, (ii) conformity to the originals of all
documents submitted as certified or photostatic copies in the authenticity of
the originals, and (iii) the genuineness of signatures on all documents examined
by us.
We hereby consent to the filing of this opinion as Exhibit F-2 to the
Application.
Very truly yours,
HUNTON & WILLIAMS
