EXHIBIT F
July 5, 2000
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
Referring to the Application or Declaration on Form U-1
previously filed by Allegheny Supply Company ("Allegheny
Supply") under the Public Utility Holding Company Act of
1935, as amended, in File No. 70-9*** in the matter of the
proposed acquisition of Conemaugh's assets, all as 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 Allegheny Supply in
connection with the described Transaction 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 Transaction are consummated in
accordance therewith: (a) all required state laws applicable
to the proposed Transaction will have been complied with;
and (b) the consummation of the proposed Transaction will
not violate the legal rights of the holders of any of the
securities issued by Allegheny Supply or by any associate or
affiliate company.
I consent to the use of this Opinion as part of the
Application or Declaration that has been filed by Allegheny
Supply in File No. 70-9***.
Sincerely,
/s/
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