EXHIBIT F-1
November 22, 1999
Securities and Exchange Commission,
450 Fifth Street, N.W.,
Washington, D.C. 20549.
Dear Sirs:
We have acted as corporate counsel to CP&L Holdings, Inc., a North
Carolina corporation ("Holdings"), in connection with the Agreement and Plan of
Share Exchange dated as of August 22, 1999 (the "Exchange Agreement"), between
Holdings and Carolina Power and Light Company, a North Carolina corporation
("CP&L") and the corporation whose shares will be acquired in the share exchange
(the "Exchange") contemplated by the Exchange Agreement. This opinion is
delivered to you in connection with Holdings' Application on Form U-l, as
amended from time to time ("Application"), filed with the Securities and
Exchange Commission ("Commission") under the Public Utility Holding Company Act
of 1935, as amended ("1935 Act").
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, Holdings has been duly incorporated and is an existing corporation in
good standing under the laws of the State of North Carolina.
2. Upon the effectiveness of the Exchange in accordance with the
terms of the Exchange Agreement, the Holdings Common Stock will have been duly
authorized and validly issued and will be fully paid and nonassessable, and the
holders thereof will be entitled to the rights and privileges appertaining
thereto set forth in the Articles of Incorporation of Holdings, as such may be
amended from time to time.
3. Upon the effectiveness of the Exchange in accordance with the
terms of the Exchange Agreement, and assuming approval of the Exchange by the
North Carolina Utilities Commission, all laws of the State of North Carolina
applicable to the Exchange will have been complied with.
4. Upon the effectiveness of the Exchange in accordance with the
terms of the Exchange Agreement, Holdings will legally acquire CP&L common
stock.
5. The effectiveness of the Exchange will not violate the legal
rights of the holders of any securities issued by Holdings, CP&L or any
associate company thereof.
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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 8 to the
Application.
Very truly yours,
/s/ HUNTON & WILLIAMS
HUNTON & WILLIAMS
