EXHIBIT F
November 16, 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 ("CP&L Energy"), in connection with the Agreement and Plan of Share
Exchange dated as of August 22, 1999, as amended and restated as of March 3,
2000 (the "Exchange Agreement"), among CP&L Energy (formerly CP&L Holdings,
Inc.), Carolina Power & Light Company, a North Carolina corporation and Florida
Progress Corporation, a Florida corporation ("Florida Progress"). Pursuant to
the Exchange Agreement, CP&L Energy will acquire all of the issued and
outstanding common stock of Florida Progress in exchange for a combination of
shares of CP&L Energy common stock, cash and contingent value obligations
("CVOs") (the "Exchange").
This opinion is delivered to you in connection with the Application on Form
U-l, as amended from time to time ("Application"), jointly filed by CP&L Energy
and Florida Progress 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:
A. The Exchange Agreement.
B. The Registration Statement on Form S-4 (Registration No. 333-40836)
filed with the Commission under the Securities Act of 1933.
C. The Amended and Restated Articles of Incorporation of CP&L Energy
("Articles of Incorporation").
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November 16, 2000
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D. By-Laws of CP&L Energy and all amendments thereto.
We have also 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. Upon the effectiveness of the Exchange in accordance with the terms
of the Exchange Agreement, all laws of the states of North Carolina and Florida
applicable to the Exchange will have been complied with.
2. Based solely on a certificate of the North Carolina Secretary of
State, CP&L Energy has been duly incorporated and is an existing corporation in
good standing under the laws of the State of North Carolina.
3. Upon the effectiveness of the Exchange in accordance with the terms
of the Exchange Agreement, the CP&L Energy Common Stock to be issued in the
Exchange 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 CP&L Energy, as such may be amended from time to time.
4. Upon the effectiveness of the Exchange in accordance with the terms
of the Exchange Agreement, the CVOs will constitute the valid and binding
obligations of CP&L Energy enforceable in accordance with their terms except as
may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and (b) principles of equity, whether considered at law or
in equity.
5. Upon the effectiveness of the Exchange in accordance with the terms
of the Exchange Agreement, CP&L Energy will legally acquire all outstanding
shares of Florida Progress common stock.
6. The effectiveness of the Exchange will not violate the legal rights
of the holders of any securities issued by CP&L Energy or any associate company
thereof.
The foregoing opinions are limited to the laws of the states of North
Carolina and Florida and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
As to the opinions expressed in paragraph 6, we have relied on information
received from CP&L Energy as to the identification of its outstanding
securities, the outstanding securities of its subsidiaries, and the instruments
governing the legal rights of the holders of such securities.
In rendering the foregoing opinions, as to factual matters we have relied
on certificates obtained from public officials and officers of CP&L Energy. For
purposes of these opinions, we have assumed (i) the authenticity of all
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November 16, 2000
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documents submitted to us as originals, (ii) the 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 to the
Application.
Very truly yours,
/s/ HUNTON & WILLIAMS
HUNTON & WILLIAMS
