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July 21, 1997
VIA EDGAR
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Re: APS, Inc. - File No. 70-8941
Gentlemen:
Enclosed for filing on behalf of Allegheny Power System, Inc.
and Allegheny Power Service Corporation is Amendment No. 2 to an
Application or Declaration on Form U-1 under the Public Utility
Holding Company Act of 1935.
The amendment is a revised Exhibit F - Opinion of Counsel.
Very truly yours,
/s/
Kathy L. Mitchell
Attorney
Enclosures
cc: Orlan Johnson, Esquire - SEC
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July 18, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: Case No. 70-8941
Gentlemen:
Referring to the Application or Declaration on Form U-1 filed
by Allegheny Power System, Inc. ("APS"), Allegheny Power Service
Corporation ("APSC"), Monongahela Power Company ("MP"), The Potomac
Edison Company ("PE"), and West Penn Power Company ("WPP")(MP, PE
and WPP are sometimes hereinafter collectively referred to as the
"Electric Utility Companies")under the Public Utility Holding
Company Act of 1935 with respect to amending the APSC service
agreements with the Electric Utility Companies, entering into a new
service agreement between the Electric Utility Companies, and using
an existing allocation factor for unregulated subsidiaries, all as
more particularly described in the Application or Declaration of
which this Opinion is a part, I have examined or caused to be
examined such documents and questions of law as I deemed necessary
to enable me to render this opinion.
I understand that the actions taken in connection with the
proposed transactions will be in accordance with the Application or
Declaration; that all amendments necessary to complete the above-
mentioned Application or Declaration will be filed with the
Commission; and that all other necessary corporate action by the
Board of Directors and officers of APS, APSC and the Electric
Utility Companies in connection with the described transactions has
been or will be taken prior thereto.
Based upon the foregoing, I am of the opinion that if the said
Application or Declaration is permitted to become effective and the
proposed transactions are consummated in accordance therewith: (i)
all state laws applicable to the proposed transaction will have
been complied with; and (ii) the consummation of the proposed
transactions will not violate the legal rights of the holders of
any of the securities issued by APS, APSC, the Electric Utility
Companies or by any associate or affiliate company of any of them.
This opinion does not relate to State Blue Sky or securities
laws.
I consent to the use of this Opinion as part of the
Application or Declaration to which it is appended.
Very truly yours,
/s/
Thomas K. Henderson
Counsel for
ALLEGHENY POWER SYSTEM, INC.
ALLEGHENY POWER SERVICE CORPORATION
MONONGAHELA POWER COMPANY
THE POTOMAC EDISON COMPANY
WEST PENN POWER COMPANY
