Post-Effective Amendment No. 5 to
SEC File No. 70-8593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
APPLICATION UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("Act")
GENERAL PUBLIC UTILITIES CORPORATION ("GPU")
100 Interpace Parkway
Parsippany, New Jersey 07054
ENERGY INITIATIVES, INC. ("EI")
EI SERVICES, INC. ("EI Services")
One Upper Pond Road, Parsippany, New Jersey 07054
JERSEY CENTRAL POWER & LIGHT COMPANY ("JCP&L")
300 Madison Avenue, Morristown, New Jersey 07960
METROPOLITAN EDISON COMPANY ("Met-Ed")
P.O. Box 16001, Reading, Pennsylvania 19640
PENNSYLVANIA ELECTRIC COMPANY ("Penelec")
1001 Broad Street, Johnstown, Pennsylvania 15907
GPU SERVICE CORPORATION ("GPUSC")
100 Interpace Parkway, Parsippany, New Jersey 07054
(Names of companies filing this statement
and addresses of principal offices)
GENERAL PUBLIC UTILITIES CORPORATION
(Name of top registered holding company parent of the applicants)
T. G. Howson, Vice President Michael J. Connolly, Esq.
and Treasurer Assistant General Counsel
M.A. Nalewako, Secretary GPU Service Corporation
GPU Service Corporation 100 Interpace Parkway
100 Interpace Parkway Parsippany, New Jersey 07054
Parsippany, New Jersey 07054
R. S. Cohen, Secretary W. A. Boquist, II, Vice Presi-
Jersey Central Power & Light dent - Legal Services
Company Metropolitan Edison Company
300 Madison Avenue Pennsylvania Electric Company
Morristown, New Jersey 07960 P.O. Box 16001
Reading, Pennsylvania 19640
B. L. Levy, President Douglas E. Davidson, Esq.
K. A. Tomblin, Secretary Berlack, Israels & Liberman
LLP
Energy Initiatives, Inc. 120 West 45th Street
EI Services, Inc. New York, New York 10036
One Upper Pond Road
Parsippany, New Jersey 07054
_________________________________________________________________
(Names and addresses of agents for service)<PAGE>
GPU, EI, EI Services, JCP&L, Met-Ed, Penelec and GPUSC
hereby post-effectively amend the Application on Form U-1,
docketed in SEC File No. 70-8593, as heretofore amended, as
follows:
1. By amending paragraph K of Post-Effective
Amendment No. 1 thereof to read in its entirety as follows:
J. The estimated fees, commissions and
expenses to be incurred in connection with
the proposed transactions are as follows:
Legal Fees:
Berlack, Israels & Liberman LLP $10,000
Ballard Spahr Andrews & Ingersoll 2,500
Richard S. Cohen, Esq. 650
Ryan Russell Ogden & Seltzer 2,500
Miscellaneous: 4,350
Total: $20,000
2. By amending paragraph L of Post-Effective
Amendment No. 1 thereto to read in its entirety as follows:
L. The Pennsylvania Public Utility Commis-
sion has jurisdiction with respect to the
performance by Met-Ed and Penelec of services
for Subsidiary Companies and Exempt Entities.
No other state commission has jurisdiction
with respect to any aspect of the proposed
transactions and, assuming your Commission
authorizes and approves all aspects of the
transactions (including the accounting there-
for), no Federal commission other than your
Commission has jurisdiction with respect to
any aspect thereof. Applicants request that
the Commission reserve jurisdiction pending
completion of the record over the performance
by Met-Ed and Penelec of services for Subsid-
iary Companies and Exempt Entities.
-1-<PAGE>
3. By filing the following exhibits in Item 6
thereof:
F-1(a) - Opinion of Berlack,
Israels & Liberman LLP
F-2(a) - Opinion of Ballard Spahr
Andrews & Ingersoll
F-3 - Opinion of Richard S.
Cohen, Esq.
F-4 - Opinion of Ryan Russell
Ogden & Seltzer
-2-<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935, THE UNDERSIGNED COMPANIES HAVE DULY
CAUSED THIS STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDER-
SIGNED THEREUNTO DULY AUTHORIZED.
GENERAL PUBLIC UTILITIES CORPORATION
JERSEY CENTRAL POWER & LIGHT COMPANY
METROPOLITAN EDISON COMPANY
PENNSYLVANIA ELECTRIC COMPANY
GPU SERVICE CORPORATION
By: ________________________________
T.G. Howson
Vice President and Treasurer
ENERGY INITIATIVES, INC.
EI SERVICES, INC.
By: ________________________________
B.L. Levy
President
Date: January 5, 1996<PAGE>
EXHIBITS TO BE FILED BY EDGAR
Exhibits:
F-1(a) - Opinion of Berlack, Israels &
Liberman LLP
F-2(a) - Opinion of Ballard Spahr
Andrews & Ingersoll
F-3 - Opinion of Richard S. Cohen,
Esq.
F-4 - Opinion of Ryan Russell Ogden
& Seltzer<PAGE>
(LETTERHEAD OF BERLACK, ISRAELS & LIBERMAN LLP)
Exhibit F-1(a)
January 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation ("GPU")
Energy Initiatives, Inc. ("EI")
EI Services, Inc. ("EI Services")
Jersey Central Power & Light Company ("JCP&L")
Metropolitan Edison Company ("Met-Ed")
Pennsylvania Electric Company ("Penelec")
GPU Service Corporation ("GPUSC")
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
October 16, 1995, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8593, as amended by Post-Effective Amendment No. 2 thereto,
dated October 30, 1995, Post-Effective Amendment No. 3 thereto,
dated December 6, 1995, Post-Effective Amendment No. 4 thereto,
dated December 21, 1995, and as to be amended by Post-Effective
Amendment No. 5 thereto, dated this date, of which this opinion
is to be a part. (The Application, as so amended and as thus to
be amended, is hereinafter referred to as the "Application").
The Application now contemplates, among other things,
increasing to 50% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") to be formed
which will be engaged in the business of owning interests in and
securities of foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs") (each, an "Exempt Entity"), and
(ii) Exempt Entities. Such investment by GPU in Subsidiary
Companies and Exempt Entities may take the form of, among other
things, direct investments in Subsidiary Company securities
("Subsidiary Securities"), guarantees or other similar
undertakings ("Guarantees") by GPU entered into to support
obligations of Subsidiary Companies and Exempt Entities, loans
evidenced by promissory notes of Subsidiary Companies
("Subsidiary Company Notes"), and the assumption of liabilities
of Subsidiary Companies and Exempt Entities. <PAGE>
Securities and Exchange Commission
January 5, 1996
Page 2
The Application also contemplates the performance of
services by Subsidiary Companies for other Subsidiary Companies
and Exempt Entities at fair market prices, and the performance of
services by GPUSC, JCP&L, Met-Ed and Penelec for Subsidiary
Companies and Exempt Entities at cost in accordance with Rules 90
and 91.
In addition to the matters set forth in our previous
opinion dated June 9, 1995 and filed as Exhibit F-1 to the
Application, we have examined a copy of the Commission's Order,
dated July 6, 1995, granting the Application, as then amended.
We have also examined such other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion.
We have been counsel to GPU and its subsidiaries for
many years. In that connection, we have participated in various
proceedings relating to the issuance of securities by GPU and its
subsidiaries, and we are familiar with the terms of the
outstanding securities of the corporations comprising the GPU
holding company system.
We are members of the Bar of the State of New York and
do not purport to be expert in the laws of any jurisdiction other
than the laws of the State of New York and the Federal laws of
the United States. The opinions expressed herein are limited to
matters governed by the laws of the State of New York and the
Federal laws of the United States. As to all matters which are
governed by the laws of the State of New Jersey, we have relied
on the opinion of Richard S. Cohen which is being filed as
Exhibit F-3 to the Application. As to all matters which are
covered by the laws of the Commonwealth of Pennsylvania insofar
as they relate to Metropolitan Edison Company, we have relied on
the opinion of Ryan Russell Ogden & Seltzer which is being filed
as Exhibit F-4 to the Application. As to all other matters which
are governed by the laws of the Commonwealth of Pennsylvania, we
have relied on the opinion of Ballard Spahr Andrews & Ingersoll
which is being filed as Exhibit F-2(a) to the Application.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; (iv) with respect to any
Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; (v) GPU will comply with
the applicable limitations on guarantees and unsecured<PAGE>
Securities and Exchange Commission
January 5, 1996
Page 3
debt contained in the GPU revolving credit facility; and (vi) the
arrangements for the performance of services by Met-Ed and
Penelec for Subsidiary Companies and Exempt Entities will be
filed with the Pennsylvania Public Utility Commission and
approved pursuant to the Pennsylvania Public Utility Code.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion that when
the Commission shall have entered an order forthwith granting the
Application,
(a) all State laws applicable to the proposed
transactions will have been complied with,
(b) GPU is validly organized and existing,
(c) in the case of Subsidiary Securities which
constitute equity securities, such securities will
be validly issued, fully paid and nonassessable,
(d) in the case of (i) Subsidiary Securities which
constitute debt securities, (ii) Subsidiary
Company Notes, and (iii) Guarantees, such
instruments will be valid and binding obligations
of the respective issuers or guarantors thereof in
accordance with their terms, subject to the effect
of any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium
or other similar laws affecting creditors' rights
generally and general principles of equity
limiting the availability of equitable remedies,
(e) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
(f) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by GPU or
any "associate company" thereof, as defined in the
Act.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BERLACK, ISRAELS & LIBERMAN LLP<PAGE>
(LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL)
Exhibit F-2(a)
January 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation ("GPU")
Energy Initiatives, Inc. ("EI")
EI Services, Inc. ("EI Services")
Jersey Central Power & Light Company ("JCP&L")
Metropolitan Edison Company ("Met-Ed")
Pennsylvania Electric Company ("Penelec")
GPU Service Corporation ("GPUSC")
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
October 16, 1995, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File
No. 70-8593, as amended by Post-Effective Amendment No. 2
thereto, dated October 30, 1995, Post-Effective Amendment No. 3
thereto, dated December 6, 1995, Post-Effective Amendment No. 4
thereto, dated December 21, 1995, and as to be amended by Post-
Effective Amendment No. 5 thereto, dated this date, of which this
opinion is to be a part. (The application, as so amended and as
thus to be amended, is hereinafter referred to as the
"Application").
The Application now contemplates, among other things,
increasing to 50% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") to be formed
which will be engaged in the business of owning interests in and
securities of foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs") (each, an "Exempt Entity"), and
(ii) Exempt Entities. Such investment by GPU in Subsidiary
Companies and Exempt Entities may take the form of, among other
things, direct investments in Subsidiary Company securities
("Subsidiary Securities"), guarantees or other similar
undertakings ("Guarantees") by GPU entered into to support
obligations of Subsidiary Companies and Exempt Entities, loans
evidenced by promissory notes of Subsidiary Companies
("Subsidiary Company Notes"), and the assumption of liabilities
of Subsidiary Companies and Exempt Entities.<PAGE>
Securities and Exchange Commission
January 5, 1996
Page 2
The Application also contemplates the performance of
services by Subsidiary Companies for other Subsidiary Companies
and Exempt Entities at fair market prices, and the performance of
services by GPUSC, JCP&L, Met-Ed and Penelec for Subsidiary
Companies and Exempt Entities at cost in accordance with Rules 90
and 91.
We have acted as Pennsylvania counsel to GPU and
Penelec for many years. In addition to the matters set forth in
our previous opinion dated June 9, 1995 and filed as Exhibit F-2
to the Application, we have examined a copy of the Commission's
Order, dated July 6, 1995, granting the Application, as then
amended. We have also examined such other documents and made
such further investigation as we have deemed necessary as a basis
for this opinion.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; (iv) with respect to any
Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; (v) GPU will comply with
the applicable limitations on guarantees and unsecured debt
contained in the GPU system revolving credit facility and (vi)
the arrangements for the performance of services by Met-Ed and
Penelec for Subsidiary Companies and Exempt Entities will be
filed with the Pennsylvania Public Utility Commission and
approved pursuant to the Pennsylvania Public Utility Code.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, we are of the opinion, insofar
as Pennsylvania law is concerned, that when the Commission shall
have entered an order forthwith granting the Application,
1) all Pennsylvania laws applicable to the proposed
transactions will have been complied with,
2) GPU is validly organized and existing,
<PAGE>
Securities and Exchange Commission
January 5, 1996
Page 3
3) the Guarantees will be valid and binding
obligations in accordance with their terms,
subject to the effect of any applicable
bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws
affecting creditors' rights generally and general
principles of equity limiting the availability of
equitable remedies,
4) GPU will legally acquire the Subsidiary Securities
and Subsidiary Company Notes, and
5) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by GPU,
Penelec, Ninevah Water Company, Penelec Capital,
L.P. or Penelec Preferred Capital, Inc.
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
BALLARD SPAHR ANDREWS & INGERSOLL<PAGE>
(LETTERHEAD OF RICHARD S. COHEN, ESQ.)
Exhibit F-3
January 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation ("GPU")
Energy Initiatives, Inc. ("EI")
EI Services, Inc. ("EI Services")
Jersey Central Power & Light Company ("JCP&L")
Metropolitan Edison Company ("Met-Ed")
Pennsylvania Electric Company ("Penelec")
GPU Service Corporation ("GPUSC")
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
I have examined Post-Effective Amendment No. 1, dated
October 16, 1995, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8593, as amended by Post-Effective Amendment No. 2 thereto,
dated October 30, 1995, Post-Effective Amendment No. 3 thereto,
dated December 6, 1995, Post-Effective Amendment No. 4 thereto,
dated December 21, 1995, and as to be amended by Post-Effective
Amendment No. 5 thereto, dated this date, of which this opinion
is to be a part. (The Application, as so amended and as thus to
be amended, is hereinafter referred to as the "Application").
The Application now contemplates, among other things,
increasing to 50% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") to be formed
which will be engaged in the business of owning interests in and
securities of foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs") (each, an "Exempt Entity"), and
(ii) Exempt Entities. Such investment by GPU in Subsidiary
Companies and Exempt Entities may take the form of, among other
things, direct investments in Subsidiary Company securities
("Subsidiary Securities"), guarantees or other similar
undertakings ("Guarantees") by GPU entered into to support
obligations of Subsidiary Companies and Exempt Entities, loans
evidenced by promissory notes of Subsidiary Companies
("Subsidiary Company Notes"), and the assumption of liabilities
of Subsidiary Companies and Exempt Entities. <PAGE>
Securities and Exchange Commission
January 5, 1996
Page 2
The Application also contemplates the performance of
services by Subsidiary Companies for other Subsidiary Companies
and Exempt Entities at fair market prices, and the performance of
services by GPUSC, JCP&L, Met-Ed and Penelec for Subsidiary
Companies and Exempt Entities at cost in accordance with Rules 90
and 91 (such services as may be performed by JCP&L are
hereinafter referred to as the "JCP&L Services").
I have examined such other documents and made such
investigation as I have deemed necessary as a basis for this
opinion.
I am corporate counsel of JCP&L. I have participated
in various proceedings relating to the issuance of securities by
JCP&L and its subsidiaries, and I am familiar with the terms of
the outstanding securities of JCP&L and its subsidiary.
I am a member of the Bar of the State of New Jersey and
do not purport to be expert in the laws of any jurisdiction other
than the laws of the State of New Jersey. The opinions expressed
herein are limited to matters governed by the laws of the State
of New Jersey insofar as they relate to the performance of the
JCP&L Services.
I have assumed that (i) each Subsidiary Company will be
duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; and (iv) with respect to
any Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; (v) GPU will comply with
the applicable limitations on guarantees and unsecured debt
contained in the GPU revolving credit facility; and (vi) issuance
by the Pennsylvania Public Utility Commission of an appropriate
order approving the arrangements for the performance of services
by Met-Ed and Penelec for Subsidiary Companies and Exempt
Entities.
Based upon and subject to the foregoing, and assuming
that the transactions therein proposed are carried out in
accordance with the Application, I am of the opinion that when
the Commission shall have entered an order forthwith granting the
Application, <PAGE>
Securities and Exchange Commission
January 5, 1996
Page 3
(a) all laws of the State New Jersey applicable to the
performance of the JCP&L Services will have been
complied with, and
(b) the performance of the JCP&L Services proposed in
the Application will not violate the legal rights
of the holders of any securities issued by JCP&L,
JCP&L Preferred Capital, Inc. or JCP&L Capital,
L.P.
I hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
Richard S. Cohen
<PAGE>
(LETTERHEAD OF RYAN RUSSELL OGDEN & SELTZER)
Exhibit F-4
January 5, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: General Public Utilities Corporation ("GPU")
Energy Initiatives, Inc. ("EI")
EI Services, Inc. ("EI Services")
Jersey Central Power & Light Company ("JCP&L")
Metropolitan Edison Company ("Met-Ed")
Pennsylvania Electric Company ("Penelec")
GPU Service Corporation ("GPUSC")
Application on Form U-1
SEC File No. 70-8593
Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated
October 16, 1995, to the Application on Form U-1, dated March 15,
1995, under the Public Utility Holding Company Act of 1935
("Act") filed with the Securities and Exchange Commission
("Commission"), and docketed by the Commission in SEC File No.
70-8593, as amended by Post-Effective Amendment No. 2 thereto,
dated October 30, 1995, Post-Effective Amendment No. 3 thereto,
dated December 6, 1995, Post-Effective Amendment No. 4 thereto,
dated December 21, 1995, and as to be amended by Post-Effective
Amendment No. 5 thereto, dated this date, of which this opinion
is to be a part. (The Application, as so amended and as thus to
be amended, is hereinafter referred to as the "Application").
The Application now contemplates, among other things,
increasing to 50% of GPU's consolidated retained earnings, the
aggregate amount which GPU may invest in: (i) one or more
subsidiary companies (each, a "Subsidiary Company") to be formed
which will be engaged in the business of owning interests in and
securities of foreign utility companies ("FUCOs") and/or exempt
wholesale generators ("EWGs") (each, an "Exempt Entity") and (ii)
Exempt Entities. Such investment by GPU in Subsidiary Companies
and Exempt Entities may take the form of, among other things,
direct investments in Subsidiary securities ("Subsidiary
Securities"), guarantees or other similar undertakings
("Guarantees") by GPU entered into to support obligations of
Subsidiary Companies and Exempt Entities, loans evidenced by
promissory notes of Subsidiary Companies ("Subsidiary Company
Notes"), and the assumption of liabilities of Subsidiary
Companies and Exempt Entities.<PAGE>
Securities and Exchange Commission
January 5, 1996
Page 2
The Application also contemplates the performance of
services by Subsidiary Companies for other Subsidiary Companies
and Exempt Entities at fair market prices, and the performance of
services by GPUSC, JCP&L, Met-Ed and Penelec for Subsidiary
Companies and Exempt Entities at cost in accordance with Rules 90
and 91.
We have examined a copy of the Commission's Order,
dated July 6, 1995, granting the Application, as then amended.
We have also examined such other documents and made such further
investigation as we have deemed necessary as a basis for this
opinion.
We have been counsel to Met-Ed for many years. In that
connection, we have participated in various proceedings relating
to the issuance of securities by Met-Ed, and we are familiar with
the terms of its outstanding securities.
We have assumed that (i) each Subsidiary Company will
be duly formed and validly existing in accordance with the
respective laws of the jurisdiction of incorporation of such
Subsidiary Company; (ii) at the time of their issuance and
delivery, the Subsidiary Securities, Guarantees and Subsidiary
Company Notes will have been duly authorized, executed and
delivered by the issuer thereof; (iii) the execution, delivery
and performance of each Subsidiary Security, Guarantee and
Subsidiary Company Note will not violate any applicable law or
any restriction imposed by any court or governmental body having
jurisdiction over the issuer thereof; and (iv) with respect to
any Subsidiary Securities, the issuer will have received
consideration therefor at least equal to the par or stated value
(or equivalent amount) of such security; (v) GPU will comply with
the applicable limitations on guarantees and unsecured debt
contained in the GPU revolving credit facility; and (vi) the
arrangements for the performance of services by Met-Ed and
Penelec for Subsidiary Companies and Exempt Entities will be
filed with the Pennsylvania Public Utility Commission and
approved pursuant to the Pennsylvania Public Utility Code.
Based upon and subject to the foregoing, and assuming
that the transactions proposed in the Application are carried out
in accordance therewith, we are of the opinion that when the
Commission shall have entered an order forthwith granting the
Application,
(a) all Pennsylvania laws applicable to the proposed
transactions insofar as applicable to Met-Ed will
have been complied with, and
(b) the consummation of the transactions proposed in
the Application will not violate the legal rights
of the holders of any securities issued by Met-Ed.<PAGE>
Securities and Exchange Commission
January 5, 1996
Page 3
We hereby consent to the filing of this opinion as an
exhibit to the Application and in any proceedings before the
Commission that may be held in connection therewith.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER
<PAGE>
