Exhibit F-2
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(LETTERHEAD OF RYAN, RUSSELL, OGDEN & SELTZER LLP)
October 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have examined the Declaration on Form U-1, dated October 31,
2000, under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), filed by GPU, Inc. ("GPU") with the Securities and Exchange Commission,
of which this opinion is to be a part. (The Declaration is hereinafter referred
to as the "Declaration").
The Declaration contemplates, among other things, the solicitation
by GPU of proxies (the "Solicitation") from its shareholders seeking approval of
the proposed merger of GPU with and into FirstEnergy Corp. pursuant to an
Agreement and Plan of Merger dated as of August 8, 2000 ("Merger Agreement").
We have been Pennsylvania counsel to GPU and to its Pennsylvania
subsidiaries for many years. In such capacity, we have participated in various
proceedings relating to GPU and its Pennsylvania subsidiaries.
We have examined copies, signed, certified or otherwise proven to
our satisfaction, of the charter documents and by-laws of GPU. We have also
examined such other documents, instruments and agreements, including the Merger
Agreement, and have made such further investigation as we have deemed necessary
as a basis for this opinion.
We are members of the Bar of the Commonwealth of Pennsylvania and do
not purport to be experts on the laws of any other jurisdiction.
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Securities and Exchange Commission
October 31, 2000
Page 2
Based upon and subject to the foregoing, and assuming that the
Solicitation is carried out in accordance with the Declaration, we are of the
opinion that:
(a) all Pennsylvania laws applicable to the
Solicitation will have been complied with; and
(b) GPU is validly organized and duly subsisting in
the Commonwealth of Pennsylvania.
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. Thelen Reid & Priest LLP may rely on this opinion, as if
it were directly addressed to them, in rendering their opinion filed as Exhibit
F-1 to the Declaration.
Very truly yours,
RYAN, RUSSELL, OGDEN & SELTZER LLP
