EXHIBIT F
Letterhead of John K. Keane, Jr., Esq.
September 29, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: WGL HOLDINGS, INC., ET AL.
FORM U-1 APPLICATION/DECLARATION
(FILE NO. 70-9653)
Dear Sirs:
I refer to the FormU-1 Application/Declaration, as amended (the
"Application") under the Public Utility Holding Company Act of 1935 (the "Act"),
filed jointly with the Securities and Exchange Commission (the "Commission") by
WGL Holdings, Inc. ("WGL Holdings"), its wholly-owned utility subsidiary,
Washington Gas Light Company ("Washington Gas") and the non-utility subsidiaries
of Washington Gas named in the Application (collectively, the "Applicants"). I
have acted as counsel for the Applicants in connection with the Application.
In the Application, Applicants describe a reorganization (the
"Reorganization") pursuant to which WGL Holdings will become a registered
holding company under the Act. WGL Holdings will own Washington Gas and will
also own the stock of the non-utility subsidiaries currently owned by Washington
Gas (the "Non-Utility Subsidiaries"). Washington Gas and the Non-Utility
Subsidiaries are collectively referred to herein as the "Subsidiaries."
Applicants request authorization of the Commission to engage in financing
activities following WGL Holdings' registration under the Act. The
Reorganization is currently planned to become effective on November 1, 2000.
Approvals requested
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As described in the Application, Applicants request the Commission's
approval to engage in the following transactions (the "Proposed Transactions"):
(i) issuance and sale by WGL Holdings of common stock, short-term debt,
long-term debt and other forms of preferred or equity linked securities; (ii)
the issuance of short-term debt securities by Washington Gas; (iii) to the
extent not exempt by Rule 52(b), issuance and sale of debt securities by the
Non-Utility Subsidiaries; (iii) issuance of guarantees and other forms of credit
support by WGL Holdings with respect to its Subsidiaries; (iv) to the extent not
exempt by Rules 45(b) and 52, the issuance of guarantees and other forms of
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credit support by Washington Gas and the Non-Utility Subsidiaries; (v) hedging
transactions to be entered into by WGL Holdings, and to the extent not exempt
pursuant to Rule 52, by the Subsidiaries; (vi) formation of a system money pool
(the "Money Pool"), subject to a reservation of jurisdiction pending receipt of
approval by the State Corporation Commission of Virginia; (vii) to the extent
not exempt by Rule 52, authority for the Subsidiaries to borrow from, contribute
funds to the Money Pool and to lend and extend credit to (and acquire promissory
notes from) one another through the Money Pool, (viii) under certain
circumstances described in the Application, authority to change the terms of any
Subsidiary's authorized capital stock capitalization by amounts deemed
appropriate by WGL Holdings or other intermediate parent company; (ix)
acquisition of the equity securities of one or more financing subsidiaries
("Financing Subsidiaries") by WGL Holdings and the Subsidiaries and related
transactions; (x) acquisition by WGL Holdings, directly or indirectly through a
Non-Utility Subsidiary, of the equity securities of one or more new subsidiary
companies ("Intermediate Subsidiaries') formed exclusively for the purpose of
acquiring, holding and/or financing the acquisition of the securities of or
other interest in certain exempt companies ("Exempt Companies"), Rule 58
Companies or other non-exempt Non-Utility Subsidiaries and to provide
management, administrative, project development and operating services to such
entities to the extent not exempt from the Act or otherwise permitted under the
Act and Rules thereunder; (xi) consolidation or other reorganization of any part
of the WGL Holdings direct or indirect ownership interests in the Non-Utility
Subsidiaries, and the activities and functions related to those investments,
under one or more Intermediate Subsidiaries; (xii) investment in certain energy
consumer financing activities, as described in the Application; (xiii) payment
of dividends by current and future Non-Utility Subsidiaries out of capital and
unearned surplus, to the extent permitted under corporate law; (xiv) execution
of service agreements among WGL Holdings and the Subsidiaries and provision of
services by the subsidiaries under those agreements, as described in the
Application.
In connection with the opinion, I have examined original, certified, or
conformed copies of all such corporate records, agreements, instruments, and
documents and have made such other investigations as I have deemed necessary or
appropriate for the purpose of rendering this opinion. In my examination, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to originals of all documents
submitted to me as conformed copies.
The opinions expressed below with respect to the Proposed Transactions are
subject to the following assumptions and conditions:
(a) The Proposed Transactions shall have been duly authorized and
approved, to the extent required by the governing documents and applicable state
laws, by the Board of Directors of WGL Holdings and/or its appropriate
Subsidiary.
(b) The Commission shall have duly entered an appropriate order with
respect to the Proposed Transactions as described in the Application granting
and permitting the Application to become effective under the Act and the rules
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and regulations thereunder and the Proposed Transactions are consummated in
accordance with the Application and said order.
(c) Any registration statement required to be filed with respect to
any WGL Holdings and/or other Subsidiary securities (the "Securities") to be
issued shall have become effective pursuant to the Securities Act of 1933, as
amended; no stop order shall have been entered with respect thereto; and the
issuance of the Securities shall have been consummated in compliance with or
pursuant to an exemption under the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
(d) The parties shall have obtained all consents, waivers and
releases, if any, required for the Proposed Transactions under all applicable
governing corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
(e) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions expressed above.
(f) The consummation of the Proposed Transactions shall be conducted
under my supervision and all legal matters incident thereto shall be
satisfactory to me, including the receipt in satisfactory form of opinions of
other counsel qualified to practice in jurisdictions in which I am not admitted
to practice, as I may deem appropriate.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, and having regard to legal considerations which I deem relevant, I
am of the opinion that, in the event the Proposed Transactions are consummated
in accordance with the Application.
1. All state laws applicable to the Proposed Transactions will have
been complied with; however, I express no opinion as to the need to comply with
state blue sky laws;
2. WGL Holdings and Washington Gas are validly organized and duly
existing under the laws of their respective states of incorporation;
3. Any Securities to be issued in connection with the Proposed
Transactions will be validly issued, fully paid and nonassessable, and the
holders thereof will be entitled to the rights and privileges appertaining
thereto set forth in the applicable certificates of incorporation which define
such rights and privileges;
4. The various debt instruments and guarantees to be issued as part of
the Proposed Transactions will be valid and binding obligations of such company
in accordance with the terms of such instruments and guarantees;
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5. WGL Holdings and the Subsidiaries will legally acquire, directly or
indirectly, the equity securities of any Financing Subsidiary or Intermediate
Subsidiary; and
6. The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by WGL Holdings, Washington
Gas or any other Subsidiary.
I hereby consent to the use of this opinion in connection with the
Application.
Sincerely,
/s/ John K. Keane, Jr.
