F. Opinion of Counsel
July 7, 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 Energy, Inc. et. al. ("Allegheny
Energy") under the Public Utility Holding Company Act of 1935, as
amended, in File No. 70-9677, general financing application, 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 Energy
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 Energy
in File No. 70-9677.
Sincerely,
/s/ THOMAS K. HENDERSON
Thomas K. Henderson
