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EXHIBIT F-1.1
JONES, DAY, REAVIS & POGUE
77 West Wacker
Chicago, Illinois 60601-1692
(312)-782-3939
November 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exelon Corporation SEC File No. 70-9693
Dear Sirs:
We refer to the Application-Declaration on Form U-1 in File No. 70-
9693, as amended (the "Application"), under the Public Utility Holding Company
Act of 1935, as amended (the "Act"), filed by Exelon Corporation ("Exelon"), a
Pennsylvania corporation and certain of its utility and non-utility subsidiaries
(collectively, "Applicants"). The Application requests that the Commission
authorize and approve the ongoing financing activities of Exelon, Commonwealth
Edison Company, PECO Energy Company and Exelon Generation Company LLC
(collectively, the "Issuers") and other related matters (collectively, the
"Financings") pertaining to Applicants after giving effect to the business
combination transaction involving Exelon which is subject to the Commission's
order in File No. 70-9645, all as more fully described in the Application.
We have acted as counsel to the Exelon in connection with the filing of the
Application. All capitalized terms used herein but not defined herein shall have
the meaning ascribed to them in the Application.
In connection with this opinion, we have examined the Application and the
exhibits thereto and originals, or copies certified to our satisfaction, of such
corporate records of the Applicants and other entities, certificates of public
officials, orders of regulatory bodies having jurisdiction over aspects of the
Financings, certificates of officers and representatives of the Exelon and other
entities and such other documents, records and matters of law as we have deemed
necessary for the purposes of this opinion.
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Based on the foregoing, and subject to the assumptions, qualifications and
limitations hereinafter specified, we are of the opinion that, in the event the
Financings are completed as described in the Application:
1. The laws of the State of Illinois applicable to the proposed
Financings will have been complied with.
2. Each Issuer will be a validly organized and duly existing corporation
(or, in the case of Genco, limited liability company).
3. Each debt security or preferred security to be issued by an Issuer in
connection with any Financing by such Issuer will be a valid and
binding obligation of such Issuer in accordance with its terms.
4. The consummation of the Financings will not violate the legal rights
of the lawful holders of any securities issued by Exelon or any
associate company of Exelon.
The opinions expressed above in respect of the proposed Financings as
described in the Application are subject to the following assumptions or
conditions:
a. The authorizations and approvals of the Financings given by the Boards
of Directors and, to the extent required by state law or organic
documents of the Issuer, shareholders of the issuing Issuer shall be
given and all such approvals shall remain in effect at the closings of
the Financings and the Financings shall have been conducted in
accordance with the applicable authorizations and approvals.
b. The Securities and Exchange Commission shall have duly entered an
appropriate order or orders granting and permitting the Application to
become effective with respect to the Financings.
c. The Financings shall have been accomplished in accordance with
required approvals, authorizations, consents, certificates and orders
of all state and federal commissions or regulatory authorities having
jurisdiction in the premises and all such required approvals,
authorizations, consents, certificates, orders and registrations shall
remain in effect at the closings thereof.
d. The documentation necessary for the Financings shall constitute the
valid, binding and enforceable obligations of the parties to such
documents other than the Issuers and each Issuer shall have received
the agreed upon consideration for the securities in accordance with
the authorizations and approvals referred to in subparagraph (a)
above.
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e. Exelon shall have duly registered with the Securities and Exchange
Commission as a holding company pursuant to Section 5 of the Act and
the rules of the Securities and Exchange Commission thereunder.
f. The parties shall have obtained all consents, waivers and releases, if
any, required for the Financings under all applicable governing
corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
g. Each of Genco, Exelon Energy Delivery Company and Exelon Ventures
Company shall have been validly organized and be duly existing under
the laws of the jurisdiction under which it is created.
h. No opinions are expressed with respect to laws other than those of the
State of Illinois and the federal law of the United States. With
respect to all matters governed by the laws of the Commonwealth of
Pennsylvania, we have relied on the opinion of Ballard Spahr Andrews &
Ingersoll, LLP dated the date hereof. We understand that Ballard Spahr
Andrews & Ingersoll, LLP will rely on our opinion with respect to all
matters governed by the laws of the State of Illinois and we consent to
such relaince. No opinion is expressed with respect to the creation,
perfection or priority of any security interest or mortgage.
i. A registration statement shall have been declared effective under the
Securities Act of 1933, as amended, or an exemption from registration
shall be applicable under such act with respect to each Financing and
no stop order shall have been entered by the Securities and Exchange
Commission with respect thereto; and the issuance of securities in
connection with each Financing shall have been consummated in
compliance with the Securities Act of 1933, as amended, and the rules
and regulations thereunder and the applicable state securities or blue
sky laws.
j. We have assumed the genuineness of all signatures and the authenticity
of all documents submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant
facts were not independently established, relied upon certificates by
officers of Applicants and other appropriate persons and statements
contained in the Application.
We hereby consent to the filing of this opinion as an exhibit to the
Application.
Respectfully yours,
/s/ Jones, Day, Reavis & Pogue
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EXHIBIT F-1.2
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street
Philadelphia, Pennsylvania 19103
(215) 665-8500
November 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exelon Corporation SEC File No. 70-9693
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Ladies and Gentlemen:
We refer to the Application-Declaration on Form U-1 in File No. 70-
9693, as amended (the "Application"), under the Public Utility Holding Company
Act of 1935, as amended (the "Act"), filed by Exelon Corporation ("Exelon"), a
Pennsylvania corporation and certain of its utility and non-utility subsidiaries
(collectively, "Applicants"). The Application requests that the Commission
authorize and approve the ongoing financing activities of Exelon, Commonwealth
Edison Company ("ComEd"), PECO Energy Company ("PECO Energy") and Exelon
Generation Company, LLC ("Genco", and collectively, the "Issuers") and other
related matters (collectively, the "Financings") pertaining to Applicants after
giving effect to the business combination transaction involving Exelon which is
subject to the Commission's order in File No. 70-9645, all as more fully
described in the Application.
We are Pennsylvania counsel to Exelon, filing of the Financings. In our
capacity as Pennsylvania counsel, we have examined the Application and the
exhibits thereto and originals, or copies certified to our satisfaction, of such
corporate records of the Applicants and other entities, certificates of public
officials, orders of regulatory bodies having jurisdiction over aspects of the
Financings, certificates of officers and representatives the Exelon and other
entities and such other documents, records and matters of law as we have deemed
necessary for the purposes of this opinion. All capitalized terms used herein
but not defined herein shall have the meanings ascribed to them in the
Application.
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Based on the foregoing, and subject to the assumptions, qualifications and
limitations hereinafter specified, we are of the opinion that, in the event the
Financings are completed as described in the Application:
1. The laws of the Commonwealth of Pennsylvania applicable to the
proposed Financings will have been complied with.
2. Exelon and PECO Energy will be a validly organized and duly subsisting
corporations and Genco will be a validly organized and duly subsisting
limited liability company.
3. The common stock to be issued by Exelon in any Financing 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 Amended and Restated Articles of Incorporation of Exelon.
4. Each debt security or preferred security to be issued by any of
Exelon, PECO Energy or Genco in connection with any Financing will be
a valid and binding obligation of such Issuer in accordance with its
terms.
5. The consummation of the Financings will not violate the legal rights
of the lawful holders of any securities issued by Exelon or any
associate company of Exelon, provided that no opinion is issued with
respect to those associate companies not organized under the laws of
the Commonwealth of Pennsylvania.
The opinions expressed above in respect of the proposed Financings as
described in the Application are subject to the following assumptions or
conditions:
a. The authorizations and approvals of the Financings given by the
Boards of Directors and, to the extent required by state law or
organic documents of any of Exelon, PECO Energy or Genco,
shareholders or members, as the case may be, of such Issuer shall
be given and all such approvals shall remain in effect at the
closings of the Financings and the Financings shall have been
conducted in accordance with the applicable authorizations and
approvals.
b. The Securities and Exchange Commission shall have duly entered an
appropriate order or orders granting and permitting the
Application to become effective with respect to the Financings.
c. The Financings shall have been accomplished in accordance with
required approvals, authorizations, consents, certificates and
orders of all state and federal commissions or regulatory
authorities having jurisdiction in the premises and all such
required approvals, authorizations, consents, certificates,
orders and registrations shall remain in effect at the closings
thereof.
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d. The documentation necessary for the Financings shall constitute
the valid, binding and enforceable obligations of the parties to
such documents other than each of Exelon, PECO Energy and Genco
and such Issuer shall have received the agreed upon consideration
for the securities in accordance with the authorizations and
approvals referred to in subparagraph (a) above.
e. Exelon shall have duly registered with the Securities and
Exchange Commission as a holding company pursuant to Section 5 of
the Act and the rules of the Securities and Exchange Commission
thereunder.
f. The parties shall have obtained all consents, waivers and
releases, if any, required for the Financings under all
applicable governing corporate documents, contracts, agreements,
debt instruments, indentures, franchises, licenses and permits.
g. Each Exelon Energy Delivery Company and Exelon Ventures Company
shall have been validly organized and be duly existing under the
laws of the jurisdiction under which it is created.
h. No opinions are expressed with respect to laws other than those
of the Commonwealth Pennsylvania and federal law of the United
States and with respect to all matters governed by the laws of
the State of Illinois, we have relied on the opinion of Jones,
Day, Reavis & Pogue dated the date hereof with respect to such
matters. We understand that Jones, Day, Reavis & Pogue will rely
on our opinion with respect to all matters governed by the laws
of the Commonwealth of Pennsylvania and we consent to such
reliance. No opinion is expressed with respect to the creation,
perfection or priority of any security interest or mortgage.
i. A registration statement shall have been declared effective under
the Securities Act of 1933, as amended, or an exemption from
registration shall be applicable under such act with respect to
each Financing and no stop order shall have been entered by the
Securities and Exchange Commission with respect thereto; and the
issuance of securities in connection with each Financing shall
have been consummated in compliance with the Securities Act of
1933, as amended, and the rules and regulations thereunder and
the applicable state securities or blue sky laws.
j. We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity with the originals of all documents submitted to
us as copies. As to various questions of fact material we have,
when relevant facts were not independently established, relied
upon certificates by officers of Applicants and other appropriate
persons and statements contained in the Application.
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We hereby consent to the filing of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
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