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EXHIBIT F-1
Preliminary Opinion of Counsel
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General Offices: Tel: (517) 788-2151
212 West Michigan Avenue Fax: (517) 788-0768
Jackson, MI 49201 e-Mail Address:
[email protected]
DAVID A. MIKELONIS
Senior Vice President
and General Counsel
October 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Consumers Energy Company - Preliminary Opinion of Counsel
File No. __________
Ladies and Gentlemen:
I am General Counsel for Consumers Energy Company ("Consumers"), a
Michigan corporation. I have examined Consumers' Application/Declaration on Form
U-1 (the "Application/Declaration" filed on October 20, 2000, with the
Securities and Exchange Commission ("the "Commission") under the Public Utility
Holding Company Act of 1935 (the "Act") requesting an order of the Commission
under the Act approving the direct acquisition by Consumers of all the voting
securities of Michigan Electric Transmission Company ("Michigan Transco"), and
granting such other authorization as may be necessary in connection therewith.
Such acquisition is to be effected through the transactions described in the
Application/Declaration.
In rendering this opinion, I have examined and relied upon a copy of the
Application/Declaration. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.
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Based on the foregoing, it is my opinion that:
1. Consumers is duly incorporated and validly existing under the
laws of the State of Michigan, with full power and authority
(corporate and other) to own its properties and conduct its
business as described in the Application/Declaration.
2. Assuming the transaction is accomplished as described in the
Application/ Declaration: (i) all laws of the State of
Michigan applicable to the transaction will have been complied
with, (ii) Consumers will legally acquire all of the issued
and outstanding voting securities of Michigan Transco, (iii)
the consummation of the Transfer Transaction proposed in the
Application/Declaration will not violate the legal rights of
the holders of any securities issued by Consumers or any
associate company
For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to Consumers and that such laws will be
the only laws applicable to the Company.
I am a member of the bar of the State of Michigan and I express no
opinion as to the laws of any jurisdiction other than the State of Michigan and
the federal law of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Application/Declaration. This opinion letter may not be used for any other
purpose or relied on by or furnished to any other party without my prior written
consent.
Very truly yours,
/s/ David A. Mikelonis
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