EXHIBIT F-1
September 29, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vectren Corporation, Declaration, File No. 70-9703
Dear Sirs:
Vectren Corporation ("Vectren") and its wholly-owned subsidiary Vectren
Utility Holdings, Inc. (collectively "Applicants") have applied to the
Securities and Exchange Commission ("Commission") for authority to create an
intermediate holding company and to purchase, through two of its subsidiaries,
certain gas distribution assets of The Dayton Power & Light Company (the
"Acquisition"). Vectren has also requested that the Commission issue an order
finding it exempt from the requirements, except Section 9(a), of the Public
Utility Holding Company Act of 1935, pursuant to Section 3(a)(1). As counsel for
Applicants and their subsidiary and associate companies, I deliver this opinion
to you for filing as Exhibit F-1 to the Declaration referenced above. Briefly
stated, Vectren is seeking Commission authority to complete the Acquisition and
related transactions described in the Declaration as amended.
I am a member of the bar of Ohio, the place of organization of Vectren. I
am not a member of the bar of any other country or state and do not hold myself
out as an expert in the laws of such states, although I have consulted and will
consult with counsel to Vectren who are experts in such laws. For purposes of
this opinion, to the extent I deemed necessary, I have relied on advice from
counsel employed or retained directly or indirectly by Vectren.
In connection with this opinion, I or attorneys in whom I have confidence,
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Declaration.
The opinions expressed below are limited to Vectren and each of its
subsidiaries and associate companies and subject to the following assumptions,
qualifications, limitations, conditions and exceptions:
o The Commission shall have duly entered an appropriate order or orders
with respect to the proposed transactions, as described in the
Declaration, permitting the Declaration to become effective under the
Act and the rules and regulations thereunder, and the proposed
transactions are consummated in accordance with the Declaration and
the Commission's orders.
o No act or event other than as described herein shall have occurred
subsequent to the date hereof, which would change the opinions
expressed below.
o With respect to Vectren and each of its subsidiaries and associate
companies, appropriate corporate actions will have been taken by both
the issuer and acquirer of the securities contemplated by the
Declaration and the documents transferring the securities will have
been duly authorized, executed and delivered with all appropriate
transfer or other taxes paid.
o Vectren and each of its subsidiaries and associate companies involved
in the proposed transactions, will at the time of the proposed
transactions be validly incorporated or formed business entity in the
jurisdiction in which it is domiciled.
Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, it is my opinion that,
with respect to Vectren and each of its subsidiaries and associate companies, in
the event the proposed transactions are consummated in accordance with the
Declaration:
(a) all state laws applicable to the proposed transactions will have been
complied with;
(b) the issuer of any securities proposed in the Declaration is validly
organized and duly existing;
(c) any stock security issued is, fully paid and nonassessable, and the
holders thereof will be entitled to the rights and privileges
appertaining thereto set forth in the charter or other document
defining such rights and privileges, and any debt security is a valid
and binding obligation of the issuer or guarantor in accordance with
its terms;
(d) the Applicants will legally acquire any securities or assets subject
to this Declaration, and;
(e) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by Vectren or any
of its subsidiaries and associate companies.
I hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
//signed//
Ronald E. Christian
Senior Vice President, General Counsel
and Secretary
