Exh. F-1
December 5, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have acted as corporate counsel to Progress Energy, Inc., a North
Carolina corporation ("Progress 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 Progress Energy (formerly
CP&L Energy, Inc.), Carolina Power & Light Company, a North Carolina corporation
and Florida Progress Corporation, a Florida corporation ("Florida Progress").
Pursuant to the Exchange Agreement, Progress Energy acquired all of the issued
and outstanding common stock of Florida Progress in exchange for a combination
of shares of Progress Energy common stock, cash and contingent value obligations
("CVOs") (the "Exchange") on November 30, 2000.
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 Progress
Energy (formerly CP&L Energy, Inc.) 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 Progress Energy
("Articles of Incorporation").
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Securities and Exchange Commission
December 5, 2000
Page 2
D. By-Laws of Progress 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. All laws of the states of North Carolina and Florida applicable to the
Exchange have been complied with.
2. Based solely on a certificate of the North Carolina Secretary of
State, Progress has been duly incorporated and is an existing corporation in
good standing under the laws of the State of North Carolina.
3. The Progress Energy Common Stock issued in the Exchange 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 Articles of Incorporation of CP&L Energy, as such may be
amended from time to time.
4. The CVOs constitute the valid and binding obligations of Progress
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. Progress Energy has legally acquired all outstanding shares of Florida
Progress common stock.
6. The effectiveness of the Exchange does not violate the legal rights of
the holders of any securities issued by Progress Energy or any company that was
an associate company thereof prior to the effectiveness of the Exchange.
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 Progress 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.
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Securities and Exchange Commission
December 5, 2000
Page 3
In rendering the foregoing opinions, as to factual matters we have relied
on certificates obtained from public officials and officers of Progress Energy.
For purposes of these opinions, we have assumed (i) the authenticity of all
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,
HUNTON & WILLIAMS
