Exhibit F-1(a)
(LETTERHEAD OF THELEN REID & PRIEST LLP)
December 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: GPU, Inc.
Declaration on Form U-1
SEC File No. 70-8695
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Ladies and Gentlemen:
We have examined Post-Effective Amendment No. 1, dated September 19,
2000, to the Declaration on Form U-1, dated September 13, 1995, under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), filed by GPU, Inc.
("GPU"), with the Securities and Exchange Commission ("Commission"), and
docketed by the Commission in SEC File No. 70-8695, as amended by Post-Effective
Amendment No. 2 thereto, dated October 13, 2000, and as to be amended by
Post-Effective Amendment No. 3 thereto, dated this date, of which this opinion
is to be a part. (The Declaration, as so amended and thus to be amended, is
hereinafter referred to as the "Declaration.")
The Declaration contemplates the issue and sale by GPU from time to
time through December 31, 2005 of additional authorized but unissued shares or
previously reacquired shares of its common stock, par value $2.50 per share (the
"Additional Common Stock"), pursuant to certain employee savings plans (the
"Savings Plans") for employees of GPU and its subsidiaries.
We have reviewed the opinion of Berlack, Israels & Liberman LLP
dated December 1, 1995 and filed as Exhibit F-1 to the Declaration and the
documents, instruments and agreements referenced therein. We have also examined
a copy of the Commission's Order dated December 8, 1995, permitting the
Declaration, as then amended, to become effective, and such other documents,
instruments and agreements and have made such further investigation as we have
deemed necessary as a basis for this opinion.
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Members of this firm have acted as counsel to GPU and to its
subsidiaries for many years. In such capacity, we have participated in various
proceedings relating to GPU and its subsidiaries, and we are familiar with the
terms of the outstanding securities of the corporations comprising the GPU
holding company system.
This opinion is limited to matters concerning the federal laws of
the United States. As to all matters herein that are governed by the laws of the
Commonwealth of Pennsylvania, we have relied upon the opinion of Ryan, Russell,
Ogden & Seltzer LLP which is being filed as Exhibit F-2(a) to the Declaration.
Based upon and subject to the foregoing, we are of the opinion that
GPU is validly organized and duly existing under the laws of the Commonwealth of
Pennsylvania and when (a) the Commission shall have issued an order permitting
the Declaration to become effective forthwith, (b) shares of Additional Common
Stock shall have been duly issued and paid for as provided in GPU's Registration
Statements on Form S-8, as amended, relating to the Savings Plans, and (c) all
action necessary under state "Blue Sky" laws to permit the offer and sale of the
Additional Common Stock pursuant to the Savings Plans shall have been completed:
(a) all State laws applicable to the proposed transactions
will have been complied with;
(b) the Additional Common Stock issued under the Savings Plans
will be validly issued, fully paid and non-assessable and will be
entitled to the rights and privileges appertaining thereto as set
forth in GPU's Articles of Incorporation, as amended; and
(c) the consummation of the proposed transactions 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.
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We hereby consent to the filing of this opinion as an exhibit to the
Declaration and in any proceedings before the Commission that may be held in
connection therewith.
Very truly yours,
THELEN REID & PRIEST LLP
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